SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 20, 2000
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Date of Report (date of earliest event reported)
Interruption Television, Inc.
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Exact name of Registrant as Specified in its Charter
Nevada 033-22264-FW 33-0840184
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
11 Ann Siang Road, Singapore 069691
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Address of Principal Executive Offices, Including Zip Code
011-65-327-1090
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Registrant's Telephone Number, Including Area Code
Time Financial Services, Inc.
1040 East Katella Street, Suite B-1, Orange, California 92806
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Former Name or Former Address, if Changed Since Last Report
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 20, 2000, Interruption Television, Inc. (formerly "Time Financial
Services, Inc.") (the "Company") completed the acquisition of 100% of the
outstanding common stock of ITV, Inc., a Nevada corporation ("ITV"), in
exchange for 17,012,666 shares of the Company's Common Stock (approximately
85% of the shares now outstanding).
The stock issuances were made pursuant to a Share Exchange Agreement
("Agreement") between the Company and ITV. The terms of the Agreement were
the result of negotiations between the managements of the Company and ITV.
However, the Board of Directors did not obtain any independent "fairness"
opinion or other evaluation regarding the terms of the Agreement, due to the
cost of obtaining such opinion or evaluation.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement, together with the schedules thereto, which is
filed as Exhibit 10 hereto, and is incorporated herein by this reference.
As a result of the transaction with ITV, the issuance of the 17,012,666
shares of the Company's Common Stock to the ITV shareholders, and the issuance
of 2,504,000 shares to several persons as consultants' fees, following are
those persons known by the Company to own 5% or more of the Company's Voting
Stock:
Percent of
Number of Outstanding
Name and Address Voting Shares Voting Shares
---------------- ------------- -------------
Danny L. McGill 9,284,789 46.3%
11 Ann Siang Road
Singapore 069691
Kamal Sidhu 1,181,873 5.9%
11 Ann Siang Road
Singapore 069691
Kevin F. McGrath 1,416,441 7.1%
11 Ann Siang Road
Singapore 069691
SIS Netrepreneur 2,551,906 12.7%
4 Leng Kee Road
#02-08 SiS Building
Singapore 159088
John Michael Berman 1,560,788 7.8%
14 Caroline Terrace
London SW1 8JS
UK
All directors and officers 11,207,712 55.9%
as a group (3 persons)
Effective on the closing of the acquisition, the Company's new officers
and directors were as follows:
Danny L. McGill - President, Chief Executive Officer and Director
Kevin McGrath - Director
Jeffrey Lim - Secretary and Director
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 of this Report, on July 20, 2000, the Company
acquired all of the issued and outstanding common stock of ITV, Inc. ("ITV")
in exchange for shares of the Company's Common Stock. The acquisition of ITV
(accounting acquirer) by the Company (nonoperating shell) is considered in
substance to be a capital transaction and is accounted for in a manner similar
to a reverse acquisition.
Since its formation in 1997, ITV has concentrated on the largely
untapped Asian marketplace; however, the Company is currently entering the
U.S. through several strategic relationships. ITV began with a focus on
advertising, generating $3 million in revenues in its first year. Maintaining
the advertising division, now labeled ITV Services, the Company then began
producing television content. ITV has further expanded its vision into
becoming a forerunner in content provision, not just for TV, but for
interactive programming via the Internet and Broadband technologies. The
Company has evolved into a dynamic source for content needs in any area of
programming. ITV Services has a strong foothold in the advertising arena,
servicing Multi-National companies such as Sony Music and Prudential
Insurance.
MANAGEMENT OF ITV
The following table sets forth the names and positions of the directors
and executive officers of ITV:
Name Age Position
---- --- --------
Danny L. McGill 39 President, Chief Executive Officer
and Director
Kevin McGrath __ Director
Jeffrey Lim 29 Secretary and Director
The following sets forth biographical information concerning ITV's
directors and executive officers.
DANNY L. MCGILL - PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr.
McGill has served as President, CEO and a Director of Interruption Television,
Inc. (the "Company") since July 20, 2000, when the Company acquired ITV, Inc.,
a Nevada corporation. He has served as President and a director of ITV since
it was founded in May 2000 to acquire Interruption Television Pte Ltd, a
Singapore corporation, which was formed by Mr. McGill in September 1997.
Mr. McGill was born in Okinawa, Japan, to a Chinese mother and an Irish
American father. He spread his early years between Asia, North America, South
America and Europe.
Mr. McGill obtained his BFA at London's St. Martin's School of Design.
After graduation he went to work for Flamingo Knitwear in London as head
designer. After a year he formed his own business, Robert Maxwell Menswear.
From there he returned to Asia to work for the Beijing Automation Institute
where he set up three turnkey suit manufacturing plants, all within one year.
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Chauvin International, a US menswear company, then recruited him. It was
there that he created the highly successful line, B.U.M. Equipment. He spent
a further six years as Vice President of Design and Marketing for several
large garment companies including the popular line, Bugle Boy.
During Mr. McGill's early college years in Los Angeles he would play in
clubs in Los Angeles in his off time. It was there that MTV discovered his
Pan-Asian appeal and offered him a position with soon-to-launch MTV Asia. He
spent the next several years as on-camera talent as well as the single most
productive producer in the company. He was instrumental in launching MTV Asia
in 1991 under the Star TV banner. He then launched Channel [V] for News Corp.
and finally MTV India in 1996.
KEVIN MCGRATH - DIRECTOR. Mr. McGrath has served as a Director of
Interruption Television, Inc. since July 20, 2000. He is a Chartered
Accountant who worked as a manager for Arthur Andersen & Co. from 1984 to
1987. He was the manager of the Hong Kong office of KPMG Peat Marwick from
1987 to 1992. From 1992 until 1999, he served as CFO and a Partner of Global
Strategy Consulting House which performed consulting services for a number of
Fortune 500 companies. Since 1999, he has been a partner in a venture capital
firm.
JEFFREY LIM - SECRETARY AND DIRECTOR. Mr. Lim has served as Secretary
and a Director of Interruption Television since July 20, 2000. He has served
as Director of Business Development for Interruption Television Pte Ltd since
it was formed in 1997.
Mr. Lim was born in Canada and was raised there until the age of 10 when
his family migrated to Singapore. Upon reaching the age of 17, he received a
scholarship to Queen's University in Kingston, Ontario, Canada. However,
after a year of pre-medical studies, he left to study law at King's College in
London, where he graduated with honors.
Upon graduation, he returned to Singapore where he took up a position
with the Kuok Group of Companies as legal counsel, dealing primarily with
corporate law issues for Pacific Carriers Ltd, Kuok Singapore Ltd and Kuok
Oils and Grains. Expressing a desire to be more hands-on with company
operations and marketing, he was placed with Royal Ahold - Kerry, a Kuok
subsidiary company, as executive assistant to the Executive committee, which
handled the acquisition of property, set up and management of the TOPs
supermarket chain.
He left the Kuok Group to help start Interruption Television Pte Ltd in
1997.
ITEM 5. OTHER EVENTS.
On July 20, 2000, the Company's shareholders approved a one for three (1
for 3) reverse split of the outstanding shares of the Company. This reverse
split was effective on the commencement of trading Thursday, July 20, 2000.
In connection with this split the Company has agreed to round up all
fractional shares to the next whole share.
The Company's shareholders also approved an amendment to the Company's
Articles of Incorporation to change the name of the Company to Interruption
Television, Inc. In addition, the shareholders approved an increase in the
number of authorized shares of common stock from 5 million shares of $.001 par
value common stock to 50 million shares of $.001 par value common stock. The
Articles of Amendment reflecting these changes were filed with the Nevada
Secretary of State's office on July 20, 2000, and a copy of these Articles of
Amendment is filed as Exhibit 3.2 hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements required by Rule 3-05(b) of Regulation S-X for ITV are not yet
available, and will be filed by amendment on or before October 3, 2000.
(b) PROFORMA FINANCIAL INFORMATION. The pro forma financial information
required by Article 11 of Regulation S-K is not yet available, and will be
filed by amendment on or before October 3, 2000.
(c) EXHIBITS.
Exhibit 10 Share Exchange Agreement between Time Financial
Services, Inc. and Interruption Television, Inc.
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.
INTERRUPTION TELEVISION, INC.
Dated: August 4, 2000 By:/s/ Danny McGill
Danny McGill, President
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