SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) February 25, 1999
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SECURITIES RESOLUTION ADVISORS, INC.
(Exact name of Registrant as specified in Charter)
Delaware 000-28720 73-1479833
(State or other Jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) No.)
4 Brussels Street, Worcester, MA 01610
(Address of Principal Executive Offices/Zip Code)
Registrant's telephone number, including area code: (508) 753-0945
80 Seaview Blvd., Port Washington, NY 11050
(Former Address)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant.
On February 25, 1999, the Registrant purchased all of the outstanding
stock of Internet Auction, Inc., a Massachusetts corporation ("Internet
Auction"). The acquisition (the "Transaction") was pursuant to an Agreement and
Plan of Reorganization (the "Agreement") dated January 31, 1999 between the
Registrant and Gregory Rotman, Richard Rotman, Marc Stengel and Hannah Kramer,
the principal shareholders (the "IA Shareholders") of Internet Auction. Pursuant
to the Agreement, the Registrant acquired all of the issued and outstanding
shares of the capital stock of Internet Auction in exchange for the issuance to
the IA Shareholders of an aggregate of 37,368,912 shares, representing
approximately 80%, of the Registrant's common stock. As a result of the
Transaction, Internet Auction became a wholly-owned subsidiary of the
Registrant, the IA shareholders now own 80% of the Registrant's issued and
outstanding common stock, and the principal business of the Registrant is now
the business of Internet Auction. Prior to the transaction, Richard Singer, the
former President of the Registrant, was a principal beneficial owner of the
common stock of the Registrant.
The Registrant did not pay any cash or other consideration, other than
the issuance of its shares of common stock to the IA Shareholders, as
consideration for the Transaction. Prior to the consummation of the Transaction,
no relationship existed between the Registrant and its officers, directors or
other affiliates and Internet Auction and its officers, directors or other
affiliates. The number of shares of the Registrant's common stock received by
the IA Shareholders as a result of the Transaction was determined by arms-length
negotiations between the IA Shareholders and the persons then serving as
officers and directors of the Registrant.
In accordance with the Agreement, after the Transaction, the IA
Shareholders were appointed to the Registrant's Board of Directors, and the
previously serving directors resigned from the Board.
The new directors and officers of the Registrant, and the shares of the
Registrant's common stock beneficially owned by each of them, are as follows:
Number Percent
Name Age Positions of Shares of Class
- ---- --- --------- --------- --------
Gregory Rotman 33 Director & President 8,309,005 17.90%
Richard Rotman 28 Director & Vice President, 10,155,451 21.88%
Treasurer and Secretary
Marc Stengel 41 Director & Vice President 12,925,119 27.85%
Hannah Kramer 60 Director & Vice President 5,539,337 11.94%
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Item 2. Acquisition or Disposition of Assets.
As a result of the Transaction (see Item 1, above), Internet Auction
became a wholly-owned subsidiary of the Registrant, and the principal business
of the Registrant is now the business of Internet Auction.
Internet Auction is a fully integrated internet auction service
specializing in collectibles and other memorabilia. The business, conducted
through its four Divisions, offers the following services:
o The Auction Inc. Division is a public person-to-person trading
community that offers sellers a vehicle for listing items for sale. Buyers can
browse for items, which are topically arranged, and bid for them through a fully
automated and easy-to-use online service. The Auction Inc. Division is in
competition with other internet companies such as eBay Inc., uBid Inc., Onsale
Inc., Excite Auction and Yahoo Auction. The web-site is located at
www.auctioninc.com.
o The Rotman Auction Division is a full service consignment auction
house which has been in business for over 20 years and started its online
service in 1996. Rotman Auction provides a full range of services to sellers and
buyers including live online bidding of premier collectibles, consignment
services, authentication of merchandise, digital photography, and the purchase
and sale of authentic memorabilia. Rotman Auction is in competition with other
companies such as Sotheby's Holdings Inc. The web-site is located at
www.rotmanauction.com.
o The World Wide Collectors Digest Division (WWCD) was established in
1994. This Division is Internet Auction's premier e-commerce website for dealers
in the collectibles community. WWCD's software allows clients to create online
storefronts, set prices, and sell directly to online shoppers. WWCD contains
many facets, including classifieds, live sports scores, live chats, a full
listing of stadiums and arenas with seating charts, directions and other
pertinent information. WWCD provides online shoppers with a broad selection of
unique collectible merchandise through its website. WWCD is in competition with
other companies such as Shop-At-Home. The web-site is located at www.wwcd.com.
o The Internet Collectibles Division maintains a substantial inventory
in memorabilia of popular and historical significance.
The Registrant believes that these online services for the collectibles
industry under the umbrella of one company provides online shoppers and
businesses access to most of the services and resources they may desire.
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CAUTIONARY DISCLOSURE RELATING TO FORWARD LOOKING STATEMENTS
Statements made in this document include forward looking statements
under the federal securities laws. Statements that are not historical in nature,
including the words "anticipate," "estimate," "should," "expect," "believe,"
"intend," and similar expressions, are intended to identify forward looking
statements. While these statements reflect the Registrant's good faith beliefs
based on current expectations, estimates and projections about (among other
things) the industry and the markets in which the company operates, they are not
guarantees of future performance, involve known and unknown risks and
uncertainties that could cause actual results to differ materially from those in
the forward looking statements, and should not be relieved upon as predictions
of future events. Factors which could impact future operations and results
include (among other things) competition from other companies with greater
financial and other resources than the Registrant, the ability of the Registrant
to attract or continue to attract sufficient numbers of sellers and "hits" by
buyers to the Registrant's websites, the Registrant's ability to maintain
sufficient access lines to adequately handle the internet traffic, keeping up
with changes in technology, general economic conditions, and similar
considerations. The Registrant disclaims any obligation to publicly update or
revise any forward looking statement, whether as a result of new information,
future events or otherwise.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Financial
statements of the businesses acquired will be filed within 60
days after the required filing of this report.
(b) Pro Forma Financial Information. Required pro forma financial
information will be filed within 60 days after the required
filing of this report.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated January
31, 1999 among the Registrant and Gregory Rotman,
Richard Rotman, Marc Stengel and Hannah Kramer.
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SIGNATURES
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.
SECURITIES RESOLUTION ADVISORS, INC.
Date: March 10, 1999 By:/s/ Gregory Rotman
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Gregory Rotman, President
C76889a.636:3
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
- ------ ---------------------- ----
2.1 Agreement and Plan of Reorganization dated January 31, 1999
among the Registrant and Gregory Rotman, Richard Rotman, Marc
Stengel and Hannah Kramer.
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