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 (Date of earliest event reported): October 14, 2003
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TRANSAXIS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20771 87-0461586
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
348 East 6400 South, Suite 220
Salt Lake City, Utah 84107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 266-5390
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 14, 2003, FreeStar Technology Corporation purchased 338,769
shares of common stock, par value $.0001 per share (the "Common Stock"), of
TransAxis, Inc., from two selling stockholders (the "Sellers"). In the same
transaction, FreeStar also acquired from one of the Sellers the right to convert
a note (the "Convertible Note") into Common Stock as a price per share equal to
the prevailing market price of the Common Stock. As of the date of the
transaction, the Convertible Note would have been convertible into approximately
2,916,533 shares of Common Stock. FreeStar will also purchase an additional
12,151 shares of Common Stock upon the delivery by a Seller of the stock
certificate representing those shares. The 3,267,453 aggregate shares of Common
Stock acquired by FreeStar (giving effect to the conversion of the Convertible
Note and the acquisition by FreeStar of the additional 12,151 shares of Common
Stock) (the "Acquired Shares") represent 87.8% of TransAxis' outstanding shares
of Common Stock. Pursuant to a Stock Purchase Agreement, dated as of September
24, 2003, and amended on October 8, 2003 (the "Purchase Agreement"), between
FreeStar and each of the Sellers, the Sellers will receive an aggregate of
25,277,415 shares of FreeStar's common stock, par value $.001 per share, in
consideration for the sale of the Acquired Shares to FreeStar.
As a result of purchasing these shares in TransAxis, control of TransAxis
passed from Don Marshall, who was the beneficial owner of the Acquired Shares
prior to the closing, to FreeStar.
Copies of the Purchase Agreement, the Amendment thereto and the joint press
release issued by the companies are attached hereto as Exhibits 2.1, 2.2 and
99.1, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Stock Purchase Agreement, dated September 24, 2003, among
FreeStar Technology Corporation and two selling stockholders of
TransAxis, Inc.
2.2 Amendment to Stock Purchase Agreement, dated October 8, 2003,
among FreeStar Technology Corporation and two selling
stockholders of TransAxis, Inc.
99.1 Joint Press Release issued on October 16, 2003, by FreeStar
Technology Corporation and TransAxis, Inc. announcing the closing
of the transactions contemplated by the Purchase Agreement.
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.
TRANSAXIS, INC.
By: /s/ Paul Egan
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Paul Egan
President and Chief Executive Officer
Dated: October 24, 2003
EXHIBIT INDEX
2.1 Stock Purchase Agreement, dated September 24, 2003, among
FreeStar Technology Corporation and two selling stockholders of
TransAxis, Inc.
2.2 Amendment to Stock Purchase Agreement, dated October 8, 2003,
among FreeStar Technology Corporation and two selling
stockholders of TransAxis, Inc.
99.1 Joint Press Release issued on October 16, 2003, by FreeStar
Technology Corporation and TransAxis, Inc. announcing the closing
of the transactions contemplated by the Purchase Agreement.