As filed with the Securities and Exchange Commission on July 22, 2004
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UNITED STATES
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): July 7, 2004
PHANTOM FIBER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-15627 04-2451506
(State of incorporation (Commission File Number) (I.R.S. Employer
or organization) Identification No.)
144 Front Street, Suite 580
Toronto, Ontario CANADA M5J 2L7
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(416) 703-4007
Item 1. Changes in Control of Registrant.
On July 7, 2004, pursuant to a Share Exchange Agreement (the "Share
Exchange Agreement") entered into as of April 21, 2004, Pivotal Self-Service
Technologies Inc., a Delaware corporation ("Pivotal" or the "Company"),
completed the acquisition (the "Acquisition") of Phantom Fiber Corporation, a
Canadian corporation ("Phantom Fiber"), and its wholly owned subsidiary, Phantom
Fiber Inc. A copy of the Share Exchange Agreement is attached as an exhibit
hereto.
In the Acquisition, Pivotal issued 137,410,735 shares of its common stock
to the shareholders of Phantom Fiber and 30,000,000 shares of its common stock
and warrants to purchase 15,000,000 shares of its common stock to debenture
holders of Phantom Fiber in exchange for all of the issued and outstanding
shares of capital stock of Phantom Fiber and subordinated convertible debentures
of Phantom Fiber. As a result of the Acquisition, the Company underwent a change
of control.
The shareholders and debenture holders of Phantom Fiber now hold
approximately 67 percent of the Company's post-Acquisition outstanding capital
stock.
In connection with the Acquisition, Pivotal's former directors, John
Simmonds and Brian Usher-Jones resigned their positions. Pivotal's former
officers, Mr. Simmonds, Gary Hokkanen and Carrie Weiler, the Company's Chief
Executive Officer, Chief Financial Officer and Secretary, respectively, have
also resigned. The Company's new directors are Jeffrey Halloran, Stephen Gesner,
Gordon Fowler and Graham Simmonds, who will serve as the directors until their
successors are elected and qualified. Mr. Halloran is also the Company's new
Chief Executive Officer and Vince Bulbrook is the Company's new Chief Financial
Officer and Secretary. The Company's officers will serve until their successors
are appointed and qualified.
Item 2. Acquisition or Disposition of Assets.
In the Acquisition, the Company acquired all of the issued and outstanding
shares of capital stock of Phantom Fiber. Phantom Fiber is now a wholly owned
subsidiary of the Company.
Item 5. Other Events and Regulation FD Disclosure.
In connection with the Acquisition, the Company changed its name from
"Pivotal Self-Service Technologies Inc." to "Phantom Fiber Corporation." The
Company also changed its OTC Bulletin Board ticker symbol from "PVSS" to "PHMF."
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
To be filed by amendment within the time period specified in Item 7(a)(4)
of Form 8-K.
(b) Pro Forma Financial Information.
To be filed by amendment within the time period specified in Item 7(a)(4)
of Form 8-K.
(c) Exhibits.
2.1 Share Exchange Agreement, dated as of April 21, 2004, by and among
Pivotal Self-Service Technologies Inc., certain shareholders and
Phantom Fiber Corporation.
99.1 Press Release of Pivotal Self-Service Technologies Inc., dated July
8, 2004, concerning acquisition of Phantom Fiber Corporation.
99.2 Press Release of Phantom Fiber Corporation, dated July 21, 2004,
concerning change of its OTCBB Ticker Symbol.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
PHANTOM FIBER CORPORATION
(Registrant)
Date: July 22, 2004 By: /s/ Vince Bulbrook
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Name: Vince Bulbrook
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. 2.1 Share Exchange Agreement, dated as of April 21, 2004, by and
among Pivotal Self-Service Technologies Inc., certain
shareholders and Phantom Fiber Corporation.
Exhibit No. 99.1 Press Release of Pivotal Self-Service Technologies Inc., dated
July 8, 2004, concerning acquisition of Phantom Fiber
Corporation.
Exhibit No. 99.2 Press Release of Phantom Fiber Corporation, dated July 21,
2004, concerning change of its OTCBB Ticker Symbol.