SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2001
iJOIN SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-26901 65-0869393
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
2505 Second Avenue, Suite 500, Seattle, Washington 98121
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(Address of Principal Executive Offices) (Zip Code)
(206) 374-8600
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Registrant's telephone number, including area code
222 Lakeview Avenue, Suite 107, West Palm Beach, FL 33401
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 7, 2001, IJC Acquisition Corp., a newly created subsidiary (the
"Merger Sub") of Tech-Creations, Inc., a Delaware corporation (the "Company"),
merged with and into iJoin, Inc., a Delaware corporation ("iJoin"), and iJoin,
as the surviving corporation, became a wholly-owned subsidiary of the Company.
In conjunction with the merger transaction (the "Merger"), the Company changed
its name to "iJoin Systems, Inc."
Previously, each of the Company, the Merger Sub and iJoin had entered into
that certain Agreement and Plan of Merger dated as of April 24, 2001, as amended
May 7, 2001 (the "Merger Agreement"), whereby, at the effective date of the
Merger (the "Effective Date"):
o 1,265,702 outstanding shares of common stock of iJoin ("iJoin
Common"), together with the 7,574,000 shares of common stock of iJoin
issued upon conversion of the outstanding shares of Series A and C
preferred stock of iJoin immediately prior to the completion of the Merger,
were exchanged for shares of the Company's common stock (the "Company
Stock") at an exchange ratio entitling each holder of iJoin Common to
receive one (1) share of Company Stock for every five (5) shares of iJoin
Common (the "Exchange Ratio"), for an aggregate of 1,767,941 shares of
Company Stock.
o 2 outstanding special voting shares of iJoin (representing an
aggregate of 150,000 exchangeable shares of iJoin's Canadian subsidiary
exchangeable on a 1:1 basis for shares of iJoin Common) were exchanged for
a new series of special voting preferred stock authorized by the Company
(the "Series A Company Preferred"), having the same rights, preferences,
obligations, etc. as the special voting shares except that the Series A
Company Preferred, after giving effect to the Exchange Ratio, will be
convertible only into an aggregate of 30,000 shares of Company Stock.
o 1,500,000 outstanding shares of the Series B Preferred Stock of
iJoin ("iJoin Series B") were exchanged, after giving effect to the
Exchange Ratio, for 300,000 shares of a new series of preferred stock
authorized by the Company, having parallel rights, preferences,
obligations, etc. as the shares of iJoin Series B and convertible into an
aggregate of 300,000 shares of Company Stock.
As part of the Merger, the Company assumed outstanding warrants and options
to purchase up to an aggregate of 4,207,200 shares of iJoin Common which, by
their terms, as amended, shall be exercisable to purchase up to an aggregate of
841,440 shares of Company Stock, after giving effect to the Exchange Ratio.
Notwithstanding the Exchange Ratio, the per share exercise price for each share
of Company Stock issuable under the warrants shall remain unchanged following
the Merger. Of the warrants assumed by the Company, warrants exercisable to
acquire up to 4,000 shares of Company Stock are held by Bob Bagga, a director
and Chief Executive Officer of the Company.
The Company also agreed in the Merger Agreement to grant to employees of
iJoin options to purchase additional shares of the Company Stock pursuant to the
Company's 2001 Stock Option Plan, which options shall become exercisable
following expiration of the twenty (20) day waiting period prescribed by Rule
14c-2(b) of the Securities Exchange Act of 1934, as amended, upon the filing of
a Schedule 14C information statement concerning the Company's 2001 Stock Option
Plan and the consent of its stockholders thereto.
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The securities holders of iJoin acknowledged that the Company Stock
received in connection with the Merger or issuable upon conversion or exercise
of options and warrants assumed by the Company as part of the Merger were not
registered under the Securities Act of 1933, as amended.
In conjunction with the Merger, iImmediately following the Effective Date
Bob Bagga, the existing director and Chief Executive Officer of iJoin, and each
of Andrei V. Ermakov and John D. Campbell were appointed directors of the
Company and prior management of the Company resigned. In addition, Mr. Bagga was
elected by the new board to serve as Chairman of the Board and Chief Executive
Officer of the Company. This change in the composition of the board upon
completion of the Merger was the subject of that certain Information Statement
filed by the Company with the Securities and Exchange Commission on April 25,
2001 pursuant to Rule 14f-1 promulgated under the Exchange Act of 1934, as
amended.
Under the Merger Agreement, the Company also entered into that Assignment
and Assumption Agreement dated as of May 7, 2001 with iJoin pursuant to which
the Company assumed, among other things, any and all obligations, duties or
liabilities of iJoin to deliver shares of common stock (in this case, the
Company Stock) in exchange for the issued and outstanding exchangeable shares of
iJoin's Canadian subsidiary.
Any description of the terms, conditions and covenants of the Merger
Agreement and any other instrument, document and agreement discussed above is
qualified in its entirety by reference to such instrument, document and
agreement, which is attached as an exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Business Acquired.
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Historical consolidated financial statements relating to iJoin, Inc.
will be filed by amendment within 60 days of the date this Report was required
to be filed.
(b) Pro Forma Financial Information and Exhibits.
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Pro Forma financial information relating to the acquisition will be
filed by amendment within 60 days of the date this Report was required to be
filed.
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(c) Exhibits
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2.1 Agreement and Plan of Merger dated as of April 24, 2001 by and
among Tech-Creations, Inc., IJC Acquisition Corp. and iJoin, Inc.
2.2 Amendment to the Merger Agreement dated as of May 7, 2001 by and
among Tech-Creations, Inc., IJC Acquisition Corp. and iJoin, Inc.
3.1 Certificate of Designation of iJoin Systems, Inc. dated May 4,
2001 designating 300,000 shares of Series A Special Voting
Preferred Stock
3.2 Certificate of Designation of iJoin Systems, Inc. dated May 4,
2001 designating two (2) shares of Series B Preferred Stock
3.3 Form of assumed iJoin Warrant Agreement, as amended
3.4 Form of assumed iJoin Non-plan Option Agreement
10.1 Assignment and Assumption Agreement dated as of May 7, 2001 by
and between iJoin, Inc. and iJoin Systems, Inc. (f/k/a
Tech-Creations, Inc.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: May 22, 2001 iJoin Systems, Inc.
By: /s/ Raj Kapoor
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Name: Raj Kapoor
Title: Vice President, Finance and Operations
(duly authorized officer)
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of April 24, 2001 by and
among Tech-Creations, Inc., IJC Acquisition Corp. and iJoin, Inc.
List of Omitted Exhibits and Schedules to the Merger Agreement
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Schedule 2.09(a) - iJoin option holders at Effective Time
Schedule 2.09(b) - iJoin warrant holders
Schedule 3.01 - iJoin directors/officers
Schedule 3.02(b) - iJoin Contracts
Schedule 3.02(c) - iJoin Consents
Schedule 3.03(a) - iJoin Capitalization Table
Schedule 3.03(b) - List of iJoin Options, Warrants and voting
agreements, registration rights, etc.
Schedule 3.07(c) - iJoin Material Adverse Change
Schedule 3.08 - Undisclosed iJoin Liabilities
Schedule 3.09 - iJoin Noncompliance with Laws
Schedule 3.13 - iJoin Insurance Policies
Schedule 3.14 - iJoin Litigation
Schedule 4.01 - Tech directors/officers
Schedule 4.02(a) - Tech Options, Warrants, etc.
Schedule 4.02(b) - Tech Registration Rights
Schedule 4.03 - Tech Consents
Schedule 4.04 - Tech Broker Fees
Schedule 4.06 - Tech Subsidiaries
Schedule 4.08(f) - Tech Loans to 3rd Parties
Schedule 4.08(k) - Tech Distributions of Stock/Rights to
Acquire Stock
Schedule 4.08(m) - Tech Officers' Loans
Schedule 4.11(d) - Tech Tax Returns
Schedule 4.11(f) - Tech Gain/loss/basis information
Schedule 4.12(b) - Tech Real Property
Schedule 4.14 - Material Tech Contracts
Schedule 4.15 - Tech Notes and Accounts Receivable
Schedule 4.17 - Tech Insurance
Schedule 4.18 - Tech Litigation
Schedule 4.23 - Tech officer business relationships
Exhibit A - Form of Certificate of Merger
Exhibit B - Directors and Officers of Tech as of
Effective Time
Exhibit C - Recipients of Options under Company Stock
Option Plan
Exhibit D - Form of Opinion of Tech's Counsel
Exhibit E - Form of iJoin Purchaser Representation
Letter
2.1 Agreement and Plan of Merger dated as of April 24, 2001 by and among
Tech-Creations, Inc., IJC Acquisition Corp. and iJoin, Inc.
2.2 Amendment to the Merger Agreement dated as of May 7, 2001 by and
among Tech-Creations, Inc., IJC Acquisition Corp. and iJoin, Inc.
3.1 Certificate of Designation of iJoin Systems, Inc. dated May 4, 2001
designating 300,000 shares of Series A Special Voting Preferred
Stock
3.2 Certificate of Designation of iJoin Systems, Inc. dated May 4, 2001
designating two (2) shares of Series B Preferred Stock
3.3 Form of assumed iJoin Warrant Agreement, as amended
3.4 Form of assumed iJoin Non-plan Option Agreement
10.1 Assignment and Assumption Agreement dated as of May 7, 2001 by and
between iJoin, Inc. and iJoin Systems, Inc. (f/k/a Tech-Creations,
Inc.)
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