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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
JUNE 4, 2001
(DATE OF EARLIEST EVENT REPORTED)
JULY 30, 2001
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(Date of Report)
RETURN ASSURED INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-21679 13-3896069
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number)
incorporation or organization)
1901 AVENUE OF THE STARS, SUITE 1710, LOS ANGELES, CALIFORNIA 90067
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(Address of principal executive offices) (Zip Code)
888-884-8809
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed since Last Report.)
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Item 5. Other Events.
MERGER AGREEMENT
On June 4, 2001, Return Assured Incorporated (the "Company"), IBUI
Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary of
the Company, and Internet Business's International, Inc. ("IBUI"), a
publicly-traded Nevada corporation (OTCBB:IBUI), entered into an Agreement and
Plan of Merger and Share Exchange ( the "Merger Agreement"). The Merger
Agreement provides, among other things, for IBUI Acquisition Corporation to be
merged with and into IBUI and for a share exchange between the shareholders of
IBUI and the Company. Pursuant to the Merger Agreement, each of the outstanding
shares of IBUI will be converted into the right to receive 0.14 shares of the
Company's common stock. In connection with the Merger transaction, the Company
will conduct a 1:6 reverse split of its common stock. Upon the completion of the
transactions contemplated in the Merger Agreement (the "Transactions"), IBUI
will become a wholly-owned subsidiary of the Company and the current
shareholders of IBUI will own approximately 90% of the Company. The merger, a
purchase transaction, will be accounted for as a reverse merger with IBUI as the
accounting acquiror.
The description of the Merger Agreement set forth herein does not
purport to be complete and is qualified in its entirety by the provisions of the
LOI, which is filed as Exhibit 10.1 hereto and is hereby incorporated herein by
reference. The press release is filed as Exhibit 99.1 hereto and is hereby
incorporated herein by reference.
Statements regarding completion, timing or effect of the Transactions,
as well as any other statements that are not historical facts in this Form 8-K,
are forward-looking statements under applicable securities laws and involve
certain risks, uncertainties and assumptions. These include, but are not limited
to, the risk that the parties will not be able to satisfy one or more of the
closing conditions. Should one or more these risk or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated. There can be no assurance that the parties will
consummate the Transactions contemplated by the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) None.
(b) Exhibits.
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10.1 Agreement and Plan of Merger and Share Exchange between
Return Assured Incorporated, Internet Business's
International, Inc and IBUI Acquisition Corporation. *
99.1 Press Release dated July 10, 2001
* INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.1 TO RETURN ASSURED
INCORPORATED'S AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 (FILE
NO. 333-62546), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26,
2001.
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.
RETURN ASSURED INCORPORATED
Date: July 30, 2001 By: /s/Michael Sweatman
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Michael Sweatman
Vice President of Finance and Chief
Accounting Officer
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EXHIBIT INDEX
10.1 Agreement and Plan of Merger and Share Exchange between Return
Assured Incorporated, Internet Business's International, Inc
and IBUI Acquisition Corporation. *
* INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.1 TO RETURN ASSURED
INCORPORATED'S AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 (FILE
NO. 333-62546), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26,
2001.
99.1 Press Release dated July 10, 2001