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
------------------
Date of Report: February 11, 2003
MEDIABUS NETWORKS, INC.
-----------------------
(Exact Name of Registrant as Specified in Charter)
FLORIDA 000-3149 65-0832987
------- -------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
755 WEST BIG BEAVER, SUITE 1700, TROY, MICHIGAN 48084
- ----------------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (248) 269-9600
--------------
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On February 11, 2003, John W. Burcham II, Craig A. Vanderburg and James E.
Baiers (collectively, the "SHAREHOLDERS") acquired, in the aggregate, 84,749,790
shares of common stock of MediaBus Networks, Inc., a Florida corporation
("MEDIABUS"), pursuant to that certain Merger Agreement (the "MERGER
AGREEMENT"), dated February 11, 2003, among MediaBus, Presidion Acquisition Sub,
Inc., a Florida corporation and wholly-owned subsidiary of MediaBus
("ACQUISITION SUB"), Presidion Solutions, Inc., a Florida corporation
("PRESIDION"), the Shareholders and Kenneth O. Lipscomb ("LIPSCOMB"). In
consideration of the merger, MediaBus issued 84,749,790 shares of common stock
of MediaBus to the Shareholders in exchange for all of the common stock of
Presidion. The Shareholders own approximately 87.50% of the voting securities of
MediaBus pursuant to the merger.
Simultaneous with the execution of the Merger Agreement, John W. Burcham
II, Craig A. Vanderburg and James E. Baiers were appointed as directors of
MediaBus and Lipscomb resigned as an officer and director of MediaBus. The
biographies of Messrs. Burcham, Vanderburg and Baiers are listed below.
CRAIG VANDERBURG is a co-founder of Presidion Solutions and its
President/CEO. Mr. Vanderburg served two terms on the Board of Directors for the
National Association of Professional Employer Organizations ("NAPEO"), and is a
past president of the Midwest chapter. Mr. Vanderburg has served on NAPEO's
Accounting Practices Committee for seven years and held the position of Chair
during 1996 and 1997. This committee was responsible for the creation of current
accounting standards and ratio analysis performed on the industry. Prior to his
duties at Presidion, Mr. Vanderburg was founder and President/CEO of the Genesys
Group, based in Troy, Michigan. Genesys was started in 1992 and grew to become
the second largest PEO in Michigan and one of the states top 200 private
businesses. In December 1999, Mr. Vanderburg sold Genesys to one of the nations
largest PEO's. In addition to his PEO responsibilities, Mr. Vanderburg is a
member of the Greater Detroit Chapter of Young Presidents Organization. Mr.
Vanderburg also holds the industry certification of Certified Professional
Employer Specialist.
JOHN BURCHAM is a co-founder of Presidion Solutions and Chairman of the
Board. Mr. Burcham is responsible for strategic development and growth and has
been involved in the PEO industry since 1986. Mr. Burcham has extensively
evaluated PEO's and has completed several mergers, acquisitions and strategic
alliances for affinity products. Prior to his responsibilities at Presidion, Mr.
Burcham was founder and Chairman/CEO of National Human Resource Committee, Inc.,
which was sold to a national PEO in 1999, where Mr. Burcham served as Executive
Vice President for Mergers and Acquisitions and Corporate Development
Activities.
JAMES BAIERS serves as Executive Vice President and General Counsel of
Presidion Solutions. Mr. Baiers has a B.B.A., magna cum laude, from Western
Michigan University and received his Juris Doctor, summa cum laude, from Detroit
College of Law in 1979. Mr. Baiers was a partner and litigation practice group
leader for a major Detroit law firm until 1997. Since that time, Mr. Baiers has
been counsel for two major Michigan based PEOs. Mr. Baiers is a member of the
Michigan State Bar and is very active in the legal community, having been a
member of the Michigan Attorney Discipline Board, the Michigan State Bar
Grievance Committee and a trustee of the Detroit Metropolitan Bar Foundation.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 12, 2003, MediaBus entered into a Merger Agreement among
Acquisition Sub, Presidion, the Shareholders and Lipscomb. Pursuant to the
Merger Agreement, Acquisition Sub was merged with and into Presidion, which is
the surviving corporation and will continue its corporate existence under the
laws of the state of Florida as a wholly-owned subsidiary of MediaBus. In
consideration of the merger, MediaBus will issue 84,749,790 shares of common
stock of MediaBus to the Shareholders in exchange for all of the common stock of
Presidion.
Presidion was founded in 2001 with a vision to transform the Professional
Employer Organization ("PEO") industry from traditional human resources
outsourcing into a high value-added business partner that enables its clients to
maximize their businesses. Since inception, the company has grown dramatically
through strategic acquisitions into one of the largest competitors in its
industry. Presidion currently serves more than 3,500 clients with more than
40,000 worksite employees. The company's strategy is to continue to grow its PEO
operations through organic sales and targeted acquisitions while expanding its
service offerings to existing and new clients. Presidion is an industry leader
in the application of today's best and most relevant technologies while
maximizing its positive impact both internally and externally. Presidion has an
ongoing commitment to understanding its customers' business support requirements
and focusing at building relationships through dedicated customer service.
2
ITEM 9. REGULATION F-D DISCLOSURE
On February 12, 2003, MediaBus and Presidion entered into a Securities
Purchase Agreement with Mercator Momentum Fund, LP, Mercator Focus Fund, LP and
Mercator Momentum Fund III, LP, with respect to the sale of convertible
debentures of MediaBus and Presidion in the principal amount of $2 million.
ITEM 7. EXHIBITS
Exhibit 99.1 Merger Agreement, dated February 11, 2003, by and among MediaBus
Networks, Inc., Presidion Acquisition Sub, Inc., Presidion
Solutions, Inc., the shareholders of Presidion Solutions, Inc.
and Kenneth O. Lipscomb.
Exhibit 99.2 Securities Purchase Agreement, dated February 12, 2003, by and
among MediaBus Networks, Inc., Presidion Solutions, Inc.,
Mercator Momentum Fund LP, Mercator Momentum Fund III, LP and
Mercator Focus Fund, LP.
Exhibit 99.3 Registration Rights Agreement, dated February 12, 2003, by and
among Mercator Momentum Fund, LP, Mercator Momentum Fund III,
LP, Mercator Focus Fund, LP and MediaBus Network, Inc.
Exhibit 99.4 Presidion Solutions, Inc. and MediaBus Network, Inc. 6.5%
Secured Convertible Debenture, dated February 12, 2003 in the
principal amount of $1,560,000 payable to Mercator Focus Fund,
LP.
Exhibit 99.5 Presidion Solutions, Inc. and MediaBus Networks, Inc. 6.5%
Secured Convertible Debenture, dated February 12, 2003 in the
principal amount of $240,000 payable to Mercator Momentum Fund,
LP.
Exhibit 99.6 Presidion Solutions, Inc. and MediaBus Networks, Inc. 6.5%
Secured Convertible Debenture, dated February 12, 2003 in the
principal amount of $200,000 payable to Mercator Momentum Fund
III, LP.
Exhibit 99.7 Stock Purchase Warrant, dated February 12, 2003, issued to
Mercator Momentum Fund, LP.
Exhibit 99.8 Pledge Agreement, dated February 12, 2003, by John W. Burcham
II.
Exhibit 99.9 Pledge Agreement, dated February 12, 2003, by Craig A.
Vanderburg.
Exhibit 99.10 Pledge Agreement, dated February 12, 2003, by James E. Baiers.
Exhibit 99.11 Payment Guaranty, dated February 11, 2003, by Presidion
Solutions, Inc. in favor of Mercator Advisory Group, LLC, acting
as agent for Mercator Momentum Fund, LP and Mercator Focus Fund,
LP.
Exhibit 99.12 Payment Guaranty, dated February 11, 2003, by John W. Burcham II
in favor of Mercator Advisory Group, LLC, acting as agent for
Mercator Momentum Fund, LP and Mercator Focus Fund, LP.
Exhibit 99.13 Payment Guaranty, dated February 11, 2003, by Craig A.
Vanderburg in favor of Mercator Advisory Group, LLC, acting as
agent for Mercator Momentum Fund, LP and Mercator Focus Fund,
LP.
Exhibit 99.14 Payment Guaranty, dated February 11, 2003, by James E. Baiers in
favor of Mercator Advisory Group, LLC, acting as agent for
Mercator Momentum Fund, LP and Mercator Focus Fund, LP.
3
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.
MEDIABUS NETWORKS, INC.
Date: February 26, 2003 By: /S/ CRAIG A. VANDERBURG
----------------------------------
Name: Craig A. Vanderburg
Its: President
4