SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: January 15, 2002
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(Date of earliest event reported)
Centerpoint Corporation
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(Exact Name of Registrant as Specified in its Charter
Delaware 000-22813 13-3853272
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
299 Park Avenue, 16th Floor, New York, NY 10171
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(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number including area code: (212) 644-5757
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On January 15, 2002, we purchased 19,000,000 shares of the restricted
stock of Bion Environmental Technologies, Inc., a Colorado corporation
("Bion"), in exchange for approximately $8.5 million in cash and the
assignment of 65% of certain of our claims and other rights. We have not been
current in our filings with the Securities and Exchange Commission ("SEC")
since we ceased business activities after the sale of our motorcycle business
approximately two years ago. In compliance with the terms of our agreement
with Bion, we plan to bring our SEC filings current. Immediately upon
consummation of this transaction, Bion purchased a 57.7% majority interest in
us from our Italian parent, OAM, S.p.A. ("OAM"), by issuing 1,000,000
additional shares of Bion's common stock to OAM and paying a portion of the
cash and reassigning all of the other assets that Bion obtained from us.
During 2002, Bion intends to file a registration statement to allow us to
distribute to our stockholders the 19,000,000 shares that Bion issued to us in
connection with the financing. It is expected that the distribution will
occur during the second half of calendar 2002. When that distribution occurs,
approximately 11,000,000 of Bion's shares will be distributed back to Bion and
cancelled.
David Mitchell, our Chairman and CEO, our founder, stockholder, option
holder, CEO and director, is also the Chairman and CEO of Bion. Bill Spier,
one of our Directors until he resigned on January 24, 2002, sits on Bion's
advisory board. On January 21, 2002, Howard Chase, one of our Directors until
he resigned on January 15, 2002, joined the Board of Directors of Bion.
A copy of the Subscription Agreement with Centerpoint is attached as
Exhibit 10.1
A copy of the OAM Stock Purchase Agreement is attached as Exhibit 10.2.
ITEM 5. OTHER EVENTS
(a) CHANGES IN OUR MANAGEMENT. The following changes in our management
were either adopted or ratified by us:
- Effective January 15, 2002, we accepted the resignations of Howard
Chase, Mark Hauser, Gianni Bulgari and Barry Fingerhut as
members of our Board of Directors and from all other positions with
us. Their resignations were not the result of any disagreements
with us on any matter relating to our operations, policies or
practices.
- On January 24, 2002, William Spier resigned as a director.
- On January 24, 2002, we ratified the appointments of David Fuller
as our Principal Accounting Officer and Secretary and David Mitchell
as our President and CEO. Mr. Fuller is Principal Accounting
Officer of Bion. Mr. Mitchell is presently our sole remaining
director. Mr. Mitchell is President, CEO and a Director of Bion.
(b) We have recently issued one press release, a copy of which is
attached as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS. Listed below are the exhibits filed as a part of this
report.
Exhibit
Number Description
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10.1 Subscription Agreement with Centerpoint Corporation
10.2 OAM Stock Purchase Agreement
99.1 Press Release dated January 16, 2002
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.
CENTERPOINT CORPORATION
Date: January 30, 2002 By: /s/ David J. Mitchell
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David J. Mitchell, President and
Chief Executive Officer
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