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 18, 1997
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LEGGOONS, INC.
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(Exact name of Registrant as specified in its charter)
Missouri 33-68570 43-1239043
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State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
400 South Lindell Vandalia, Missouri 63382
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(Address of principal executive offices) (Zip Code)
N/A
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
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On February 18, 1997, the Company entered into an Agreement to License
Assets with Home Point of Sales, Inc., a Nevada corporation ("HPOS").
Pursuant to the Agreement to License Assets, the Company has licensed certain
of the assets of HPOS relating to its WAGERING GATE business. The WAGERING
GATE business includes the sales of HPOS manufactured Infinity to wagering
locations; the building of the global wagering GATE, whose business is to
receive incoming data transfer commands from the HPOS HOST Center and other
competitive HOST Centers who have received ATM and SMART card wagering payment
from offsite home or office locations and then who command the wagering GATE
to alert the recipient gaming companies that they have been paid and to
respond back with an acknowledgement of such payment; and, the general
promotion and education of home ATM and SMART card wagering over the Internet
through the HPOS Secure Computer Keyboard or over the telephone through the
HPOS stand alone Infinity unit. The consideration paid for such license was
the issuance of 2,900,000 shares of the common stock of the Company. Of this
amount, 2,755,000 shares, were placed in escrow. Such shares will not be
released from escrow unless and until the bid price of the Company's common
stock is at least $3.00 per share for any twenty consecutive day period as
reported on the NASD's Electronic Bulletin Board or Nasdaq's Small Capital
Market. If such condition does not occur prior to February 10, 1998, the
escrowed shares will be returned to the Company.
In accordance with the Agreement to License Assets, the current members
of the board of directors of the Company have resigned and have been replaced
by Thomas S. Hughes, James S. Clinton, Mary Lou Garcia, Jack M. Hall and James
Torres. Such persons will hold the position until the next annual
shareholders meeting. In addition, the Company's current president (who will
resign effective Febraury 24, 1997, pursuant to the terms of the Agreement to
License Assets) has entered into a one year Consulting Agreement with HPOS.
Item 6 Resignation of Registrant's Directors
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In accordance with the Agreement to License Assets, the current members
of the board of directors of the Company have resigned and have been replaced
by Thomas S. Hughes, James S. Clinton, Mary Lou Garcia, Jack M. Hall and James
Torres. Such persons will hold the position until the next annual
shareholders meeting.
There were no disagreements among the Company and its Board of Directors.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
10.16 Agreement to License Assets
10.17 Escrow Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) LEGGOONS, INC.
(Date) February 20, 1997
BY (Signature) /s/ James S. Clinton
(Name and Title) James S. Clinton, President
and Chief Executive Officer
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