UNITED STATES
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):
January 19, 1999
NEW GENERATION FOODS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 1-10825 36-2972588
(State or Other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9 Dunham Road, Scarsdale, New York 10583
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914)722-2410
FORWARD LOOKING STATEMENTS
Certin statements in this Form 8-K, including statements prefaced by
the words "anticipates", "estimates", "believes", "expects" or words of similar
meaning, constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
New Generation Foods, Inc. (the "Company") has completed its purchase of the
assets of the CreditRiskMonitor credit information service ("CRM") from Market
Guide Inc. ("MGI"). The purchase price for the assets of CRM was approximately
$2,400,000, of which $1.3 million was paid at closing and the balance is
represented by two secured promissory notes (one for approximately $100,000 and
the other for $1.0 million). No payments are due under these notes until 2001.
Concurrently, New Generation completed a $3.25 million private placement of its
common stock to finance the acquisition and future working capital needs.
After shareholder approval, New Generation, previously a non-operating entity,
will change its name to CreditRiskMonitor.com, Inc. and apply for a new stock
symbol that reflects this new name.
The assets purchased included customer contracts, receivables, equipment,
software and intangibles.
The promissory notes issued in connection with the CRM purchase provide for the
deferral of principal amortization until February 2001 (for the $100,000 note
which bears interest at 8.5%) and July 2001 (for the $1.0 million note which
bears interest at 6%), respectively. Both notes are then payable over 24 months.
The $1.0 million note provides for no interest through June 30, 2001, while the
other note provides for the deferral of interest until debt servicing commences.
Jerry Flum, CEO of New Generation, acted as an unpaid consultant to CRM for
several months prior to the purchase.
A copy of the press release issued by the Company in connection with the
purchase of the assets of CRM is attached as Exhibit 20 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) (b) Financial Statements and Pro Forma Financial Information.
(4) It is not practicable to provide the required financial statements and Pro
Forma Financial Information at this time, and such statements and
information will be filed within sixty (60) days.
(c) Exhibits.
2. Plan of Acquisition (Asset Purchase Agreement).
20. Press release dated January 19, 1999.
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.
NEW GENERATION FOODS, INC.
By: /s/Jerome S. Flum
Name: Jerome S. Flum
Title: Chairman of the Board
and Principal Financial Officer
DATE: February 3, 1999
EXHIBIT LIST
Exhibit
Number
2. Plan of Acquisition (Asset Purchase Agreement).
20. Press Release dated January 19, 1999.