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): December 12, 2001
TREMOR ENTERTAINMENT INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 33-20185 87-0454377
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
2621 West Empire Avenue, Burbank, California 91504
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(Address of Principal Executive Offices) (Zip Code)
(818) 729-0020
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Registrant's telephone number, including area code
New Systems, Inc.
3040 Commercial Boulevard, Fort Lauderdale, Florida 33308
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On December 12, 2001, New Tremor Acquisition Corp., a newly created
subsidiary (the "Merger Sub") of New Systems, Inc., a Nevada corporation (the
"Company"), merged with and into Tremor Entertainment Inc., a California
corporation ("Tremor"), and Tremor, 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 "Tremor
Entertainment Inc." and Tremor took the name "Tremor Games, Inc."
Previously, each of the Company, the Merger Sub and Tremor had entered
into that certain Agreement and Plan of Merger dated as of August 21, 2001 and
amended as of November 30, 2001 (as amended, the "Merger Agreement"). The Merger
Agreement and the Merger were approved by (i) the written consent of the holders
of a majority of the issued and outstanding shares of common stock of the
Company on October 3, 2001 and (ii) the vote of the holders of a majority of the
issued and outstanding shares of common stock and Series A Preferred Stock of
Tremor at a special meeting held October 30, 2001.
At the effective date of the Merger (the "Effective Date"), the Merger
Agreement provided for the Company to issue and/or reserve shares of the
Company's common stock, par value $.001 per share (the "Company Stock"), as
follows:
o Issue 14,858,000 shares of Company Stock to the holders of
Tremor's stock in exchange for 7,429 shares of common stock of
Tremor (inclusive of 5,000 shares issued upon conversion of
outstanding shares of Series A preferred stock of Tremor
immediately prior to the Merger) outstanding at the Effective
Date, based upon an exchange ratio of two thousand (2,000) shares
of Company Stock for every one (1) share of Tremor's common stock
(the "Exchange Ratio"); and
o Reserve 422,631 shares of Company Stock for issuance to holders
of Tremor's warrants and options, after giving effect to the
Exchange Ratio, upon exercise of outstanding warrants and options
to purchase up to an aggregate of approximately 661 shares of
Tremor Common that were assumed by the Company in the Merger.
The securities holders of Tremor 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. As part of the Merger,
the securities holders of Tremor receiving shares of Company Stock also agreed,
except with respect to 200,000 shares of Company Stock to be held by an
affiliated entity after the Merger, not to publicly sell, pledge, assign,
dispose of, or otherwise transfer any such shares of Company Stock until the
first year anniversary of the Effective Date.
As reported by the Company in that certain Information Statement filed
with the Securities and Exchange Commission on November 29, 2001 pursuant to
Rule 14f-1 under the Securities Exchange Act of 1934, as amended, in conjunction
with the Merger each of Steven Oshinsky, the existing Chief Executive Officer
and President of Tremor, and Karl Flowers and Martin Eric Weisberg, each an
existing director of Tremor, were appointed directors of the Company and prior
management of the Company submitted their resignations. In addition, Mr.
Oshinsky was elected to serve as Chairman of the Board, President and Chief
Executive Officer of the Company and each of the executive officers of Tremor
were elected as executive officers of the Company.
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.
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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 Tremor
Entertainment Inc., a California corporation and constituent party to the
Merger, 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.
(c) Exhibits
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2.2 Amendment to the Merger Agreement dated as of November 30, 2001 by
and among New Systems, Inc., New Tremor Acquisition Corp. and Tremor
Entertainment Inc.
Item 8. Change in Fiscal Year.
In connection with the Merger, the Company's board of directors
adopted the fiscal year end of Tremor, resulting in a change in the Company's
fiscal year end from December 31 to March 31. The report on Form 10-QSB covering
the three months ended December 31, 2000 (the transition period) will be filed
in accordance with the Securities and Exchange Commission filing requirements
and, thereafter, such periodic reports (based on the March 31st fiscal year) as
the same shall become due in the ordinary course of business and in accordance
with the Securities and Exchange Commission filing requirements.
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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: December 21, 2001 Tremor Entertainment, Inc.
By: /s/ Steven Oshinsky
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Name: Steven Oshinsky
Title: President (duly authorized officer)
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of August 21, 2001 by
and among New Systems, Inc., New Tremor Acquisition Corp. and
Tremor Entertainment Inc. (filed as Exhibit C to that Company
Information Statement on Schedule 14C filed November 9, 2001
under the Securities Exchange Act of 1934, as amended).
2.2 Amendment to the Merger Agreement dated as of November 30,
2001 by and among New Systems, Inc., New Tremor Acquisition
Corp. and Tremor Entertainment Inc.