SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 19, 2003
Date of Report
(Date of earliest event reported)
THE CLASSICA GROUP, INC.
(Exact name of Registrant as specified in charter)
NEW YORK
(State or other jurisdiction of incorporation)
0-19721 13-3413467
(Commission File No.) (IRS Employer Identification Number)
2400 Main Street
Suite 12
Sayreville, New Jersey 08872
(Address of Principal Executive Office)
(732) 727-7800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The Company has entered into an Investment Banking Agreement with Rubin
Investment Group, Inc. ("RIG") of Los Angeles, California for a term of one year
affective August 19, 2003. The agreement calls for RIG to provide merger and
acquisition valuation advisory and consulting services in conjunction with the
business and operations of the Company, and to provide the Company with an
internal evaluation report and detailed analysis of Company and its financial
projections for the next twelve (12) calendar months. As compensation for these
services RIG was given an option to purchase one million two hundred thousand
shares of the Company's stock at a purchase price of forty cents per share.
This does not purport to be a complete description of the transaction. For
complete details of the transaction see the acquisition agreement filed as an
exhibit hereto.
Certain statements in this report are forward-looking statements that are
based on current expectations, estimates, forecasts and projections about the
industries in which we operate, our beliefs and our management's assumptions.
Words such as "expects," "anticipates," "targets," "goals," "projects,"
"intends," "plans," "believes," "seeks," "estimates" and variations of such
words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual outcomes and results may differ materially from what
is expressed or forecast in such forward-looking statements. For a list and
description of such risks and uncertainties, see the reports filed by The
Classica Group, Inc. with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CLASSICA GROUP, INC.
DATE: September 12, 2003 By: /s/ Scott G. Halperin
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Scott G. Halperin
Chairman and Chief Executive Officer
DATE: September 12, 2003 By: /s/ Bernard F. Lillis, Jr.
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Bernard F. Lillis, Jr.
Chief Financial Officer and
Chief Administrative Officer