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): September 22, 2001
Paramark Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23026 22-3261564
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
167 Main Street, Hackensack, New Jersey 07601
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(Address of principal executive offices/Zip Code)
Former name, former address, and former fiscal year, if changed since last
report:
1 Harmon Plaza, Secaucus, New Jersey 07094
Forward Looking Statements
When used in this document, the words or phrases "will likely result",
"are expected to", "will continue", "is anticipated", "estimate", "projected",
"intends to" or similar expressions are intended to identify "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties,
including but not limited to Paramark Enterprises, Inc.'s (the "Company")
history of losses and cash flow deficit; lack of liquidity; volatility of market
price of common stock and warrants; possible adverse effect of penny stock rules
and liquidity of the Company's securities; dividend policy; and control by
directors and executive officers, that could cause the Company's actual results
to differ materially from historical earnings and those presently anticipated or
projected. Such factors, which are discussed in "Risk Factors", "Business" and
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations" and the notes to consolidated financial statements contained in the
Annual Report on Form 10-K (the "Form 10-K"), could affect the Company's
financial performance and could cause the Company's actual results for future
periods to differ materially from any opinions or statements expressed with
respect to future periods expressed in the Form 10-K. As a result, potential
investors are cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. See "Risk Factors" "Business"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Form 10-K.
Item 1. Change in Control
As previously reported on a Current Report on Form 8-K dated August 22,
2001, on August 22, 2001, the Company completed the sale of 500,000 shares of
the Company's common stock in a privately negotiated transaction for a purchase
price of $30,000 to investors, Paul, Matthew and Marc Lovito (the "Lovitos")
pursuant to an Agreement dated August 22, 2001 between the Company, the Lovitos,
Charles N. Loccisano, the Chairman of the Company and Alan Gottlich, the
President and Chief Financial Officer of the Company (the "Agreement"). The cash
consideration used to fund the purchase came from the Lovitos personal funds.
See Current Report on Form 8-K dated August 22, 2001 which describes the terms
of the Agreement. As of August 22, 2001, the Lovitos owned 12.9% of the
Company's outstanding common stock.
Pursuant to the Agreement, on September 22, 2001, the Company's current
officers and directors, Charles Loccisano, Alan Gottlich, Philip Friedman and
Paul Begun, resigned and were replaced by the Lovitos on the board. In addition,
on September 26, 2001, Paul Lovito became the Chairman, President and Chief
Executive Officer replacing Alan Gottlich and Charles Loccisano. Marc Lovito
became Vice President and Secretary replacing Alan Gottlich, and Matthew Lovito
became the Company's Treasurer and Chief Financial Officer replacing Alan
Gottlich. As a result of this change in the board of directors and management, a
change in control was deemed to occur.
The Company will seek to become a diversified holding company with a
primary focus on providing corporate financial consulting services to various
business entities and the acquisition, management, sale and lease of real
estate. The Company will also seek to enhance shareholder value through the
acquisition of and spinning off to shareholders various private companies. No
assurance can be given as to whether or in what form the acquisition and spin
off of these companies will occur.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
None.
(b) Pro-forma Financial Information.
None.
(c) Exhibits.
The following exhibits are filed herewith:
S-K Item
Number Description
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99.1 Press Release dated August 23, 2001 (Incorporated by Reference from
Exhibit 99.1 of the Form 8-K dated August 22, 2001)
99.2 Amended and Restated Agreement dated August 22, 2001 among Paramark
Enterprises, Inc., the Lovitos, Charles N. Loccisano, and Alan
Gottlich (Incorporated by Reference from Exhibit 99.2 of the Form
8-K dated August 22, 2001)
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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.
PARAMARK ENTERPRISES INC.
Date: September 26, 2001 By: /s/ Matthew J. Lovito
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Matthew J. Lovito, Treasurer and Chief
Financial Officer
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EXHIBIT INDEX
S-K Item
Number Description
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99.1 Press Release dated August 23, 2001 (Incorporated by Reference from
Exhibit 99.1 of the Form 8-K dated August 23, 2001)
99.2 Amended and Restated Agreement dated August 22, 2001 among Paramark
Enterprises, Inc., the Lovitos, Charles N. Loccisano, and Alan
Gottlich (Incorporated by Reference from Exhibit 99.2 of the Form
8-K dated August 23, 2001)
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