As filed with the Securities and Exchange Commission on September 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): September 22, 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 2.01 Acquisition or Disposition of Assets.
Phantom Fiber Corporation (the "Company") disposed of the all of the
shares of its Prime Battery Products Limited ("Prime Battery") subsidiary plus
additional assets and liabilities (together, the "Battery Business") in a
transaction that was signed and consummated on September 15, 2004. A copy of the
Purchase and Sale Agreement is attached as an exhibit to this Form 8-K.
The assets and liabilities had previously been segregated as Assets and
Liabilities of Discontinued Operations on the Consolidated Balance Sheet of the
Company as at June 30, 2004. The results of operations of the Battery Business
were identified as Loss from Operation of Discontinued Operations on the
Condensed Consolidated Statement of Income and Comprehensive Income of the
Company for the six month period ended June 30, 2004.
The Battery Business was sold to Wireless Age Communications Inc.
("Wireless Age") for the following consideration: (i) 700,000 restricted common
shares of Wireless Age; and (ii) 200,000 additional restricted common shares
("Earnout Shares") of Wireless Age as an earnout over a one year period. The
Earnout Shares will be issuable on November 30, 2004, February 28, 2005, May 31,
2005 and August 31, 2005 if Prime Battery continues to earn royalties under
existing agreements with Simmtronics Limited and SureCells Portable Power Ltd.
Following completion of the aformentioned transaction, the Company now
owns approximately 1,255,000 shares of Wireless Age (which will increase to
1,455,000 if the earnout is achieved) which represents approximately 5.4 %
(which will increase to 6.3% if the earnout is achieved) of the total shares of
Wireless Age outstanding.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective September 15, 2004, Mr. Steve Gesner resigned as a member of the
Company's board of directors. The resignation of Mr. Gesner did not involve any
disagreements with the Company on any matter relating to the Company's
operations, policies or practices. Mr. Gesner has not requested that any matter
be disclosed.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
2.1 Purchase and Sale Agreement, dated September 15, 2004, between
Wireless Age Communications Inc. and Phantom Fiber Corporation
concerning the disposition of Prime Battery Products Limited.
99.1 Press Release of Phantom Fiber Corporation, dated September 16,
2004, concerning disposition by Phantom Fiber Corporation of
Prime Battery Business to Wireless Age Communications Inc.
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: September 22, 2004
By:
/s/ Vince Bulbrook
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Name: Vince Bulbrook
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. 2.1 Purchase and Sale Agreement, dated September 15, 2004,
between Wireless Age Communications Inc. and Phantom Fiber
Corporation concerning the disposition of Prime Battery
Products Limited.
Exhibit No. 99.1 Press Release of Phantom Fiber Corporation, dated September
16, 2004, concerning disposition by Phantom Fiber
Corporation of Prime Battery Business to Wireless Age
Communications Inc.