SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
August 9, 1999
--------------
Date of Report
(Date of Earliest Event Reported)
VIS VIVA CORPORATION
--------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-28002 87-0363656
------ ------- ----------
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
124 South 600 East, Suite 100
Salt Lake City, Utah 84102
--------------------------
(Address of Principal Executive Offices)
(801) 359-0833
--------------
Registrant's Telephone Number
N/A
---
(Former Name and Address of Principal Executive Offices)
Item 1. Changes in Control of Registrant.
On August 9, 1999, Vis Viva Corporation, a Nevada corporation (the
"Company") entered into a Memorandum of Intent with WideBand Corporation, a
Missouri corporation ("WideBand"), whereby the Company agreed to issue
12,801,819 "unregistered" and "restricted" shares of its common stock to the
existing stockholders of WideBand in exchange for all of the issued and
outstanding shares of WideBand's common stock. Following the completion of
the transaction, the former WideBand stockholders will own approximately 98%
of the Company's issued and outstanding common stock.
As a condition precedent to the proposed reorganization, the Company
agreed to reverse split its issued and outstanding shares of common stock in
the ratio of one share for seven, with all fractional shares rounded up to the
next highest whole share. The 12,801,819 shares referenced above take into
account this reverse split.
The Memorandum of Intent also provides for all outstanding options
to acquire shares of Vis Viva to be exercised prior to the closing of the
reorganization; at the closing, there will be outstanding options to acquire
100,000 additional shares of WideBand at $5.00 per share, which shall survive
the closing. In addition, (i) the Company's current directors and executive
officers will resign and be replaced by individuals to be designated by
WideBand; (ii) the Company will amend its Articles of Incorporation to change
its name to "WideBand Corporation;" (iii) the parties will file Articles of
Merger with the States of Nevada and Missouri, providing for the merger of
WideBand into the Company, with the separate corporate existence of WideBand
to cease; and (iv) the Company will use its best efforts to become listed on
the NASDAQ Small-Cap Market as soon as possible after the closing. In
addition, the Company will call a meeting of its stockholders to approve the
merger and the name change, and will prepare and file with the Securities and
Exchange Commission an Information Statement on Schedule 14C in this regard.
The parties also agreed to enter into a definitive Plan and
Agreement of Merger on or before August 30, 1999, with such Plan to close in
September, 1999, subject to such extensions as the parties may agree.
On August 9, 1999, the parties issued a press release disclosing the
execution of the Memorandum of Intent.
Item 2. Acquisition or Disposition of Assets.
None; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
As part of the Plan, the Company's current directors and executive
officers will resign and be replaced by such persons as WideBand shall
designate. See Item 1, above.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements
None; not applicable.
(b) Exhibits
10 Memorandum of Intent dated August 9, 1999*
* Incorporated herein by reference.
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
VIS VIVA CORPORATION
Date: 8/23/99 By: /s/ John Michael Coombs
------------- --------------------------------------
John Michael Coombs
President and Director