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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
Date of Report (date of earliest event reported) February 1, 2000
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E COM VENTURES, INC. (FORMERLY PERFUMANIA, INC.)
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
0-19714 65-0977964
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(Commission File Number) (IRS Employer Identification No.)
11701 NW 101st Road
Miami, Florida 33178
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 889-1600
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PERFUMANIA, INC.
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
Effective February 1, 2000, Perfumania, Inc., a Florida
corporation ("Perfumania") reorganized into a holding company structure (the
"Reorganization") whereby E Com Ventures, Inc., a Florida corporation (the
"Company") became the holding company. The Reorganization is intended to provide
greater flexibility for expansion, broaden the alternatives available for future
financing and generally provide for greater administrative and operational
flexibility.
The Reorganization was effected through the formation by
Perfumania of the Company as a wholly-owned subsidiary and the formation by the
Company of a wholly-owned subsidiary, E Com Sub, Inc., a Florida corporation
("MergerSub"). An Agreement and Plan of Merger (the "Merger Agreement") dated
January 28, 2000 was entered into by and among Perfumania, The Company and
MergerSub (the "Merger Agreement"), and, pursuant to the Merger Agreement,
MergerSub merged with and into Perfumania (the "Merger"), with Perfumania as the
surviving corporation. The Company and MergerSub were organized in connection
with the Merger.
Perfumania became a wholly owned subsidiary of the Company as a
result of the Merger. The Merger Agreement was duly approved by the Board of
Directors of Perfumania by unanimous written consent, and by written consent of
the sole director and sole shareholder of each of the Company and MergerSub. The
Reorganization was effected in accordance with the provisions of Section
607.11045, Florida Statutes, accordingly, approval of the shareholders of
Perfumania was not required.
Pursuant to the Merger Agreement, each outstanding share of
common stock, $.01 par value, of Perfumania issued and outstanding immediately
prior to the Merger, was converted into one share of common stock, $.01 par
value, of the Company. As a result, Perfumania shareholders now hold common
stock in the Company (instead of Perfumania).
Because the corporate name of the Company after the Effective
Time of the Merger is different than the corporate name of Perfumania prior to
the Effective Time of the Merger, Section 607.11045, Florida Statutes requires a
physical exchange of certificates. Accordingly, certificates formerly
representing shares of common stock of Perfumania should be submitted to
Company's exchange agent, Continental Stock Transfer & Trust Company, for
transfer. The Reorganization was tax free for federal income tax purposes for
the shareholders of Perfumania.
The Company's common stock is trading on The Nasdaq Stock Market
under the trading symbol ECMV.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
2.1 Agreement and Plan of Merger among Perfumania, Inc.,
E Com Ventures, Inc. and E Com Sub, Inc., effective
as of February 1, 2000
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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 thereunto duly authorized.
E COM VENTURES, INC.
Dated: February 2, 2000 By: /s/ Ilia Lekach
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Ilia Lekach, Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger among Perfumania, Inc.,
E Com Ventures, Inc. and E Com Sub, Inc., effective as of
February 1, 2000
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