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 (Date of Earliest Event Reported) - October 31, 2001
----------------
DISTINCTIVE DEVICES, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 0-2749 13-1999951
--------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
One Bridge Plaza, Ste. 100, Fort Lee, NJ 07024 28540
--------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (201) 363-9922
--------------
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if changed since last report)
1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
------------------------------------
On October 31, 2001, Distinctive Devices, Inc., a New York corporation
(the "Company"), purchased all of the outstanding shares of common stock, par
value $.05 (the "Webpulse Shares") of Webpulse Consulting, Inc., a New Jersey
corporation ("Webpulse"), from the fifteen stockholders thereof (the "Sellers"),
pursuant to a Stock Purchase Agreement , dated as of October 26, 2001, among the
Company and the Sellers.
In consideration for the Webpulse Shares, the Company issued to the
Sellers an aggregate amount of 1,770,000 shares of its common stock, par value
$.05 (the "Company Common Stock").
Sanjay S. Mody, President of the Company, also serves as President and
sole director of Webpulse. Nina Mody, wife of Sanjay Mody, was the principal
shareholder of Webpulse, and she received 1,100,000 shares of the Company Common
Stock upon the closing of the purchase of the Webpulse Shares.
The Company will operate Webpulse as a wholly-owned subsidiary.
Webpulse is engaged primarily in two businesses, software consulting and the
operation of GEMBEX, an online website that offers manufacturers and suppliers
of materials used in the creation of jewelry (such as diamonds, colored stones,
findings and precious metals), finished jewelry manufacturers, wholesalers and
distributors, and retail jewelers an alternative means of buying, selling and
otherwise transacting business among themselves through subscription interests
in GEMBEX. GEMBEX will initially focus on the international diamond and jewelry
manufacturing community and then seek to grow to adjacent segments of the
jewelry industry.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(a) Financial Statements of Business Acquired.
(1) Any audited financial statements required by this Item will
be filed with an amendment to this Form 8-K within the specified time period.
(2) Any unaudited financial statements required by this Item will
be filed with an amendment to this Form 8-K within the specified time period.
(b) Pro Forma Financial Information.
Any pro forma financial statements required by this Item will be
filed with an amendment to this Form 8-K within the specified time period.
(c) Exhibits
2 Stock Purchase Agreement, dated as of October 26,
2001, between and among Distinctive Devices, Inc.
and the Stockholders of Webpulse Consulting, Inc.
(without exhibits).
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DISTINCTIVE DEVICES, INC.
----------------------------------------
(Registrant)
Dated: November 1, 2001 By /s/ Sanjay S. Mody
------------------------------------
Sanjay S. Mody, President and CEO
3