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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 9, 2000
HEALTHCOMP EVALUATION SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
0-28379 88-0395372
(Commission File Number) (I.R.S. Employer Identification Number)
2001 SIESTA DRIVE, SUITE 302
SARASOTA, FLORIDA 34239
(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
941-925-2625
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 1. CHANGE IN CONTROL.
On November 3, 2000, Diligenti, Inc. acquired control of 51% of
Healthcomp Evaluation Services Corporation's fully diluted common stock (62.7%
of the Company's issued and outstanding shares) as a result of the conversion of
an outstanding note in the amount of $3.75 million and investment of an
additional $1.25 million in cash in exchange for approximately 24.9 million
newly issued shares of the Company (see Item 5. Other Events).
ITEM 5. OTHER EVENTS.
Pursuant to the strategic relationship entered into by Healthcomp
Evaluation Services Corporation and Diligenti, Inc. ("Diligenti") as of
September 15, 2000, Diligenti has exercised its option convert its $3.75 million
note and make an additional investment of $1.25 million in the Company's common
stock. Interest accrued on the note has been cancelled. Under the terms of the
financing arrangement, Diligenti will receive approximately 24.9 million shares
representing 51% of the fully diluted common stock of HESC.
While the initial $5.0 million investment by Diligenti has helped the
Company to address its immediate working capital needs, additional funding is
still required to sustain operations, settle certain past due accounts payable
and fund the continued growth of its core business. To address these needs, the
Company is in the final stage of negotiations with Diligenti, Limited,
Diligenti's parent company, to secure a further $5.0 million of funding in the
form of a secured convertible bridge note. Should the Company be successful in
securing this further facility, the funds made available thereunder will allow
the Company to settle certain past debts as well as normalize working capital.
In addition, the facility will fund projected future growth as well as allowing
the Company to complete the integration of its most recent acquisition, the
Preventive Services Division of US HealthWorks, Inc. Furthermore, the Company is
negotiating with certain debtholders to restructure earlier financings that are
currently in default. The Company believes that these negotiations are
proceeding satisfactorily; however, there can be no assurance that a
satisfactory resolution will be achieved.
The Company has appointed Jeffrey S. Kerns as its Chief Financial
Officer replacing Thomas M. Hartnett. Concurrently, the Company has appointed
Mr. Hartnett as Executive Vice President-Commercial Affairs with responsibility
for corporate business and strategy planning.
SIGNATURE
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.
HEALTHCOMP EVALUATION SERVICES CORPORATION
By: /s/ Thomas M. Hartnett
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Name: Thomas M. Hartnett
Title: Executive Vice President
Date: November 9, 2000
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