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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) - August 9, 1996
ZANART ENTERTAINMENT INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
Florida 0-25804 59-2716063
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7641 Burnet Avenue, Van Nuys, CA 91405
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (818) 904-9797
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Not Applicable
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(Former Name or Former Address; if Changed Since Last Report)
Page 1 of ___ pages.
Exhibit Index at Page ___.
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Item 5. Other Events.
On August 9, 1996, Zanart Entertainment Incorporated ("Zanart")
entered into an Agreement and Plan of Merger (the "Agreement") with
Continucare Corporation ("Continucare"). Pursuant to the Agreement, Zanart
Subsidiary, Inc., a wholly-owned subsidiary of Zanart, will merge with and into
Continucare (the "Merger") and each issued and outstanding share of Continucare
common stock (which, as a condition to closing, will not exceed 8,300,000
shares) will be converted into the right to receive one share of Zanart common
stock. Thereafter, the present shareholders of Continucare will own a majority
of the issued and outstanding common stock of Zanart and will, therefore, be
able to control the election of the Board of Directors of Zanart. The present
shareholders of Zanart are not be entitled vote on the Merger.
The consummation of the Merger is subject to various conditions as set
forth in the Agreement, including the provision of ten (10) days prior written
notice to present Zanart shareholders pursuant to Rule 14f-1 of the Securities
Exchange Act of 1934.
Immediately upon the effectiveness of the Merger, the Board of
Directors of each of Zanart and Continucare will be required to take all
necessary action so that the respective Boards of Directors of Zanart and
Continucare will consist of seven (7) directors to be appointed by Continucare.
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Item 7. Financial Statement and Exhibits
(c) Exhibits.
Sequential
Exhibit No. Description Page Number
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2 Agreement and Plan of Merger dated August 9,
1996, by and among Continucare Corporation,
Zanart Entertainment Incorporated and Zanart
Subsidiary, Inc. (Schedules to the Agreement
have been omitted, but will be provided
supplementally to the Commission upon request).
99 Press Release dated August 12, 1996.
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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.
ZANART ENTERTAINMENT INCORPORATED
August 15, 1996
By: /s/ Thomas Zotos
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Thomas Zotos
President, Chairman of the Board
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