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): May 1, 2002
RENEGADE VENTURE (NEV.) CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA 0-28575 84-1108499
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(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Incorporation) Identification Number)
445 East Front Street, Traverse City, Michigan 49686
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(Address of Principal Executive Offices, Including Zip Code)
(231) 941-7590
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(Registrant's Telephone Number, Including Area Code)
90 Madison Street, Suite 707, Denver, Colorado 80206
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 12, 2002, RENEGADE VENTURE (NEV.) CORPORATION, a Nevada
corporation (the "Company") entered into a Stock Exchange Agreement and Plan of
Reorganization (the "JSC Agreement") with JOHNSTONE SOFTMACHINE CORPORATION, a
Colorado corporation ("JSC"), and the shareholders of JSC. Among other things,
the Agreement provided for the Company's purchase from the JSC shareholders of
all the issued and outstanding capital stock of JSC in exchange for the
Company's issuance of 3,000,000 shares of its authorized but unissued common
stock to the JSC shareholders (the "JSC Exchange"). At consummation of the JSC
Exchange on April 24, 2002, the Company acquired ownership of all the issued and
outstanding capital shares of JSC, and issued a total of 3,000,000 shares to the
shareholders of JSC in exchange. As a result of the JSC Exchange, JSC became a
wholly owned subsidiary of the Company.
As a result of consummating the JSC Exchange, the Company had a total of
3,320,000 common shares issued and outstanding. The Company believes that the
JSC Exchange will qualify as tax-free reorganizations pursuant to Sections 351
and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. The JSC
Exchange did not involve any change in the officers or directors of the Company.
The common shares issued in the JSC Exchange were not registered under the
Securities Act of 1933, as amended ("Act"), but were issued in reliance upon the
exemption from registration provided by Section 4(2) of the Act, on the basis
that such exchange was a transaction not involving any public offering. The
certificate evidencing the shares issued in that share exchange bear a customary
form of investment legend and may not be sold, pledged, hypothecated or
otherwise transferred unless first registered under the Act or pursuant to an
available exemption from such registration requirements.
BUSINESS OF JSC
JSC is not currently operational and is in the development stage. JSC holds
a license of certain data and technology from LogiCapital Corporation, a
Colorado corporation ("Licensor") pursuant to a Data License Agreement dated
March 31, 2002. This non-exclusive, worldwide license permits JSC to use,
reproduce and distribute certain data generated by LogiCapital in accordance
with JSC's design and specifications through financial websites to be designed
and operated by JSC. Licensor is obligated to provide JSC with the licensed
products in a mutually agreed upon electronic format, and they will be supplied
on a real time basis over telephone or other electronic lines directly to the
JSC websites. The Data License Agreement has a 5-year term and requires a
royalty payment to Licensor of 20% of gross revenues, subject to a minimum cash
payment annually to keep the license in force.
Management of the Company has not yet determined how it will exploit or the
timing of any exploitation of the license. The Company currently lacks the
funding to exploit the license and will have to raise funds before it can do so.
PRINCIPAL SHAREHOLDERS
Beneficial Ownership Following Acquisition
The following table sets forth as of May 1, 2002, the names of persons who
own of record, or were known by the Company to own beneficially, more than five
percent of its total issued and outstanding common stock and the beneficial
ownership of all such stock as of that date by officers and directors of the
Company and all such executive officers and directors as a group, giving effect
to the share exchange described above and certain common stock purchase options
granted. For purposes of calculation, the table below assumes that shares
subject to purchase under options held by executive officers and directors are
outstanding. Except as otherwise noted, each person listed below is the sole
beneficial owner of the shares and has sole investment and voting power as to
such shares.
Amount & Nature Percent
of Beneficial of
Class Beneficial Owner Ownership Class
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Common *Randy J. Sasaki 512,500 11.91
Stock 6525 Gun Park Drive
$.001 par Boulder, Colorado 80301
SAME *John Brasher 525,000 12.11
90 Madison Street
Denver, Colorado 80206
SAME LogiCapital Corporation 3,000,000 69.42
108 Lispenard
New Rochelle, NY 10801
1 Includes 500,000 shares subject to purchase pursuant to options granted
under the 1997 compensatory stock option plan.
2 Acquired in regard to acquisition of JSC.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATMEMENTS The required financial statements are anticipated
to be filed within the 60-day period permitted by Item 7(b) of Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION. The required pro forma financial
information is anticipated to be filed within the 60-day period permitted by
Item 7(b) of Form 8-K.
(c) EXHIBITS. The following exhibits are filed as exhibits to this current
report on Form 8-K, and none have been incorporated by reference to any other
registration statement, report or other document. References in the list of
exhibits to the "Company" refer to Renegade Venture (NEV.) Corporation.
2.1 Stock Exchange Agreement and Plan of Reorganization dated April 12, 2002,
among the Company, JSC and the shareholders of JSC.
3.1 Articles of Incorporation of Johnstone SoftMachine Corporation.
3.2 Bylaws of Johnstone SoftMachine Corporation.
10.1 Data License Agreement dated April 12, 2002, between LogiCapital
Corporation and Johnstone SoftMachine Corporation.
99.1 2002 Compensatory Stock Option Plan of the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATED: May 2, 2002
RENEGADE VENTURE (NEV.) CORPORATION
By /s/ Randy J. Sasaki
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Randy J. Sasaki,
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Stock Exchange Agreement and Plan of Reorganization dated
April 12, 2002, among the Company, JSC and the shareholders of
JSC.
3.1 Articles of Incorporation of Johnstone SoftMachine Corporation.
3.2 Bylaws of Johnstone SoftMachine Corporation.
10.1 Data License Agreement dated April 12, 2002, between LogiCapital
Corporation and Johnstone SoftMachine Corporation.
99.1 2002 Compensatory Stock Option Plan of the Company.