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 28, 2003
TGFIN Holdings, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-11034 72-0861671
- --------------- ----------- ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
39 Broadway, Suite 740, New York, New York 10006
- -----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 363-3900
--------------
n/a
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
PLEASE ADDRESS ALL CORRESPONDENCE TO: Mark Gasarch, Esq.
150 East 58th Street
34th Floor
New York, New York 10155
(212) 956-9595
1
Item 2. Acquisition or Disposition of Assets
On January 28, 2002 TGFIN Holdings, Inc. (the "Company") and its wholly-owned
subsidiary, TradinGear.com Incorporated, collectively as Sellers, entered into
an Asset Purchase Agreement (the "Agreement") with Tradingear Acquistion LLC,
a Delaware limited liability company as Buyer, a wholly-owned subsidiary of
the New York Mercantile Exchange, Inc. ("NYMEX"). The closing of the
transaction is anticipated within sixty days.
Pursuant to this Agreement, the Sellers are selling to the Buyer certain of
its intellectual property and assets, primarily those used in facility based
trading systems to be used in conjunction with trading activities on regulated
and unregulated exchanges and markets for $3,000,000 in cash. Prior to
closing, Samuel Gaer will continue in his role as President of the Company, at
significantly reduced compensation, and will also consult with and be
compensated by the Buyer regarding the sold assets. At closing, Mr. Gaer as
well as four employees of the Sellers will resign and will be employed by the
Buyer. Scott Lybbert, former chief financial officer of the Company, is
expected to replace Mr. Gaer as President of the Company.
The assets being sold comprise a significant part of the Company's current
business. The Company intends to pursue both the development of its remaining
intellectual properties and additional business opportunities.
Item 7. Financial Statements and Exhibits
(a) Financial statements and
(b) Pro forma financial information - none
(c) Exhibits
2.1 Asset Purchase Agreement (without exhibits or schedules) *
99.1 Certification of Chief Executive Officer and Chief Financial
Officer *
* Filed herewith
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: January 29, 2003
TGFIN Holdings, Inc.
(Registrant)
By/s/ Samuel Gaer
---------------------------
Samuel Gaer, President
Principal Executive Officer
3