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 8, 2002
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AGTsports, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 0-21914 84-1022287
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(State of incorporation) (Commission File Number) (IRS Employer ID number)
7255 E. Quincy Avenue, Suite 550, Denver, CO 80237
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(Address of principal executive office) (Zip code)
(303) 758-5570
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(Registrant's telephone number, including area code)
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Item 5. Other Events.
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(a) Letter of Intent. On February 8, 2002, the Company executed a
letter of intent to acquire all of the issued and outstanding shares of Plenum
Wireless, Inc., ("Plenum"), a private, development stage wireless mobile
computing and communications products business based in Georgetown, Texas. The
letter of intent is binding subject to satisfactory completion of due diligence,
no financial losses being suffered by Plenum and no material changes occurring
in Plenum management and other conditions to closing. It is contemplated that
the letter of intent will be replaced with a formal Agreement.
Under the terms of the letter of intent, a share exchange
agreement will be executed which will provide that existing shares of Plenum
common stock would be exchanged for an identical number of shares of a newly
created Series 2002A convertible preferred stock in the Company. As a result of
the proposed transaction, Plenum will become a wholly owned subsidiary of the
Company, with Plenum shareholders owning, upon conversion of all Series 2002A
convertible preferred stock, over 50% of the total voting outstanding shares of
the Company immediately following the acquisition. The acquisition is expected
to be completed during the first calendar quarter of 2002.
Plenum, a Delaware corporation incorporated on August 31, 2001,
was formed to serve the market for wireless mobile computing and communications
products. Plenum's product plans include Bluetooth technology for Personal Area
Network (PAN), 802.11b for Local Area Network (LAN) and GPRS for Wide Area
Network. Plenum is a private, development stage company whose business has
produced no revenues to date.
(b) Additional Fund Raising Efforts. The Company expects that it will
undertake efforts to raise between $250,000 and $500,000 through a private
placement of shares of a newly created class of convertible preferred stock. Any
funds raised will be used for future working capital needs related to Plenum's
business activities assuming the Plenum transaction as noted above is
consummated. There is no assurance that the Plenum transaction will be
consummated and there are no assurances that the Company will be successful in
raising any additional funds.
(c) New Board Members. On February 14, 2002, the Board of Directors
elected Jim Kreutz, 55, and Joe Lee, 68, of Denver, Colorado, respectively, to
fill two vacancies created with the expansion of the Company's Board of
Directors from two members to four members. Each of the new directors will serve
until the next annual meeting of the shareholders, the date of which is yet to
be determined, at which time they may stand for re-election upon vote by the
shareholders of the Company.
(d) Forward-Looking Statement. This Form 8-K includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Among the matters discussed in this Report which are forward-looking statements
include statements relating to the Company's abililiy to complete the
transactions contemplated by the letter of intent and the additional fund
raising efforts, which are subject to various risks, uncertainties and other
factors that could cause actual results to vary materially from the results
anticipated in such forward looking statements. Such risks and uncertainites
include, but are not limited to, the possibility that we are unable to agree on
the terms of the definitive agreements governing the transaction, or that we
will be unable to close the transactions contemplated, the inability to predict
the success of our combined companies, and other risks detailed from time to
time in our filings with the Securities and Exchange.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) 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 on this 18th day of
February, 2002.
By: /s/ Cory J. Coppage
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Cory J. Coppage
President and Secretary
Dated: February 18, 2002