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): March 5, 2001
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b2bstores.com Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-14798 11-3500746
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
249 East Ocean Boulevard, Suite 620
Long Beach, California 90802
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(562) 491-7180
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On March 5, 2001 at 10:00 a.m. EST, b2bstores.com, Inc. (the
"Company") held a special stockholder's meeting for the purpose of considering
and voting upon proposals to (a) merge IVAX Diagnostics, Inc., a leading
developer, manufacturer and marketer of diagnostic products and a wholly-owned
subsidiary of IVAX Corporation, with and into the Company and (b) amend the
Company's certificate of incorporation to (i) increase its authorized common
stock from 25.0 million shares to 50.0 million shares (ii) and change its name
to "IVAX Diagnostics, Inc." The meeting was called to order and then immediately
adjourned until March 14, 2001 at 10 a.m. EST at 4400 Biscayne Blvd, Miami,
Florida.
The special meeting was ajourned following the announcement by the Company
that, on Friday, March 2, 2001, after the close of business, it received notice
that ZERO.NET, Inc., a stockholder of the Company, filed a lawsuit in the
District Court of the Western District of Texas against the Company and two of
its directors. The lawsuit alleges that the Company violated certain aspects of
Section 14(a) of the Securities Exchange Act of 1934 and that certain directors
breached their fiduciary duties in connection with the proposed merger. The
directors and officers of b2bstore.com deny the allegations and intend to
vigorously defend such claims.
On March 5, 2001, the Company issued a press release announcing the
adjournment of the special shareholders meeting, a copy of which is filed
herewith as Exhibit 99.1 and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release of b2bstores.com, Inc. issued March 5, 2001.
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.
B2BSTORES.COM, INC.
Date: March 5, 2001 By: /s/ Richard Kandel
Name: Richard Kandel
Title: Chairman of the Board
INDEX TO EXHIBITS
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99.1 Press Release of b2bstores.com, Inc. issued March 5, 2001.