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) March 8, 2002
-------------
AGTsports, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-21914 84-1022287
---------------------- ---------------------- ----------------------
(State of incorporation) (Commission File Number) (IRS Employer ID number)
7255 E. Quincy Avenue, Suite 550, Denver, CO 80237
------------------------------------- --------
(Address of principal executive office) (Zip code)
(303) 758-5570
--------------------------------------------------
(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 1. Changes in Control of Registrant.
--------------------------------
See Item 5 below
Item 2. Acquisition or Disposition of Assets.
------------------------------------
Not Applicable
Item 3. Bankruptcy or Receivership.
--------------------------
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
---------------------------------------------
Not Applicable
Item 5. Other Events.
------------
(a) Progress report on proposed acquisition of Plenum. Pursuant to the
Company's Form 8-K dated February 8, 2002, the Company continues to work
toward completing the acquisition of Plenum Wireless, Inc. ("Plenum"), a
private, development stage wireless mobile computing and communications
products business based in Georgetown, Texas. As a result of the proposed
transaction, Plenum will become a wholly owned subsidiary of the Company,
with Plenum shareholders owning over 50% of the total voting outstanding
shares of the Company immediately following the acquisition. The
acquisition is expected to be completed on or before March 29, 2002.
Subject to completing the proposed acquisition, and in accordance with the
terms of the Share Exchange Agreement with Plenum, the Company plans to
call a special meeting of shareholders during the second calendar quarter
of 2002 for the purpose of: (a) changing the name and ticker symbol of
AGTsports, Inc. to more adequately reflect the new business focus of the
Company, (b) electing officers and directors, (c) effecting a common stock
reverse split of 1 new share of the Company for every 100 old shares, (d)
converting the Company's outstanding shares of preferred stock in all
classes to common thereafter, (e) other business as may come before the
meeting. The meeting date is yet to be determined and is subject to the
preparation, filing and approval of an appropriate Proxy Statement
concerning the matters to be voted on at this meeting.
(b) 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.
Item 6. Resignation of Registrant's Directors..
--------------------------------------
(a) Resignation of Louis F. Coppage, Director. On March 8, 2002, the
Company accepted the resignation of Louis F. Coppage as a member of
its Board of Directors. In connection with this resignation, Mr.
Coppage did not express any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
(b) Appointment of Ross King, Director. On March 8, 2002, the Company
appointed Mr. Ross King, 40, of Santa Barbara, California, as an
outside member of the Company's board of directors. Mr. King has over
15 years of business management experience working with
telecommunications companies within the domestic and international
marketplace. Mr. King will serve until the next annual meeting of the
shareholders, the date of which is yet to be determined, at which time
he may stand for re-election upon vote by the shareholders of the
Company.
SIGNATURES
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 14th day of
March, 2002.
By: /s/ Cory J. Coppage
-------------------------------
Cory J. Coppage
President and Secretary
Dated: March 14, 2002