UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 1999 (September 7, 1999)
-------------------------------------
MANGOSOFT, INC.
----------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada 33-93994 87-0543565
----------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1500 West Park Drive, Suite 190, Westborough, MA 01581
----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 508-871-7397
--------------
First American Clock Co., 953 East South, Salt Lake City, Utah 84106
----------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change in Control of Registrant.
--------------------------------
On September 7, 1999, MangoMerger Corp., a Delaware corporation
("Merger-Sub"), a wholly-owned subsidiary of First American Clock Co., a Nevada
corporation (the "Company"), merged (the "Merger") with and into Mangosoft
Corporation, a Delaware corporation ("Mangosoft"), pursuant to an Agreement and
Plan of Merger dated August 27, 1999 (the "Merger Agreement"). Mangosoft
develops and markets software for facilitating the sharing of information and
computer resources. Following the Merger, the business to be conducted by the
Company will be the business conducted by Mangosoft prior to the Merger. In
conjunction with the Merger, the Company changed its name to "Mangosoft, Inc."
Pursuant to the terms of the Merger Agreement, the Company issued
6,000,000 shares of its authorized but unissued common stock (the "Parent Common
Stock") to the former holders of common stock of Mangosoft (the "Mangosoft
Common Stock") based on the following conversion rates: (i) each share of
Mangosoft Common Stock was converted into 0.17990 shares of Parent Common Stock
(the 2,250,000 shares of Mangosoft Series A preferred stock and the 750,002
shares of Mangosoft Series B preferred stock having previous to the Merger
converted into shares of Mangosoft Common Stock); (ii) each share of Series C
preferred stock of Mangosoft was converted into 1.13288 shares of Parent Common
Stock; (iii) each share of Series D preferred stock of Mangosoft was converted
into 1.50673 shares of Parent Common Stock; and (iv) each share of Series E
preferred stock of Mangosoft was converted into 1.69932 shares of Parent Common
Stock. The shares issued to the former Mangosoft stockholders represents
approximately 55.17% of the outstanding Parent Common Stock following the
Merger.
In addition, substantially all outstanding options and warrants to
purchase Mangosoft Common Stock were terminated and new options and warrants to
purchase Parent Common Stock were issued in their place. Furthermore,
promissory notes in the aggregate principal amount of $6,000,000 held by
creditors of Mangosoft were converted into an aggregate of 9,000,000 shares of
Parent Common Stock.
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
See Item 1 above for a description of the Merger.
Item 5. Other Events.
-------------
In connection with the Merger, Mick Jardine resigned as director of the
Company and Craig D. Goldman, Dr. Ira Goldstein, Paul C. O'Brien, Selig Zises
and Ravi Singh were appointed as directors to fill vacancies on the Board of
Directors, to serve in such capacity until the next annual meeting of
shareholders of the Company or until their earlier resignation or removal.
Item 7. Financial Statements and Exhibits.
----------------------------------
The Company will provide the financial statements required by amendment
not later than 60 days after the date of this Report on Form 8-K.
EXHIBIT LIST.
2.1 Agreement and Plan of Merger*
4.1 Articles of Incorporation of the Company*
4.2 Amendment to Articles of Incorporation of the
Company*
- ----------
* Previously Filed
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.
MANGOSOFT, INC.
/s/ Robert Parsons
---------------------------------
Name: Robert Parsons
Title: Vice President and Chief
Financial Officer
Dated: October 27, 1999