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): June 17, 2004
EMAIL REAL ESTATE.COM, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-50782 84-1588441
(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
21 Wilcox Street #C, Castle Rock, CO 80104
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (303) 257-7800
N/A
(Former name or former address, if changed since last report)
2
ITEM 1. CHANGE OF CONTROL OF REGISTRANT
(A) On June 17, 2004, Email Real Estate.com, Inc., a Colorado
corporation (the "Company" or "EMLR") and its wholly-owned subsidiary
EMLR Acquisition Corp., a Delaware corporation ("Merger Sub" or "EMLR
Acquisition Sub") consummated an agreement and plan of merger (the
"Merger Agreement") with Hudson Health Sciences, Inc., a Delaware
corporation ("Hudson"). Hudson is a biotech company concentrating on
cancer research.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into Hudson. Hudson will be the surviving entity and wholly owned
subsidiary of EMLR. At the effective time of the merger, we will issue
to the stockholders of Hudson such number of shares of our capital
stock that will represent approximately 87 percent of the aggregate
outstanding shares of the Company on a fully-diluted basis upon
completion of the Merger. Each Issued Hudson Share shall be converted
into and exchangeable for one (1) share of fully paid and non-
assessable shares of EMLR's newly-designated Series B Convertible
Preferred Stock, par value $.01 per share (the "EMLR Series B Shares").
Each EMLR Series B Share shall be initially convertible into a number
of shares of EMLR Common Stock equal to the quotient resulting from
dividing (a) the product resulting from multiplying (i) the total
number of shares of EMLR common stock outstanding on a fully-diluted
basis immediately prior to the Effective Time by (ii) 6.692308, by (b)
the total number of Issued Hudson Shares outstanding on a fully-diluted
basis immediately prior to the Effective Time (the "Exchange Ratio")
subject to adjustment for stock splits, combinations, recapitalizations
and similar events.
Each Hudson Series A Share issued and outstanding shall be
converted into and exchangeable for one (1) share of fully paid and
non-assessable share of EMLR's newly-designated Series A Convertible
Preferred Stock, par value $.01 per share (the "EMLR Series A Shares").
Each EMLR Series A Shares and the EMLR Series B Shares shall,
collectively, be initially convertible into a number of shares of EMLR
Common Stock equal the Exchange Ratio subject to adjustment for stock
splits, combinations, recapitalizations and similar events.
All outstanding warrants, options and other rights to purchase or
acquire shares of Hudson Common Stock outstanding immediately prior to
the Closing shall convert to the right to purchase the same number of
shares of EMLR Common Stock on the same basis of conversion set forth
above; provided that the exercise price per share of EMLR Common Stock
under each such converted warrant or right will be equal to the
quotient obtained by dividing the exercise price per share of Hudson
Common Stock under each outstanding Hudson warrant or right by the
applicable Exchange Ratio.
The summary of the Merger Agreement is qualified by reference to
the complete text of the Merger Agreement which is filed as an exhibit
to this 8-K.
(B) Simultaneous with the merger, EMLR entered into a Stock
Purchase Agreement dated June 17, 2004 (the "Stock Purchase Agreement")
with R&R Biotech, LLC, Turquoise Partners, LLC, Chase Financing, Inc.
(collectively, the "Purchasers") and The Washington Trust (the "Seller"
or "Trust"), pursuant to which the Trust is selling to the Purchasers
shares of our common stock, subject to adjustment, which currently
represents 88 percent of our outstanding shares.
3
The number of shares to be sold to the Purchasers ("Purchased
Shares") shall be (a) 10 percent of the total outstanding shares
("Fully-Diluted Shares") of Common Stock of the Company after the
Merger as if all securities convertible into Common Stock of the
Company, including options and warrants, had been converted, if the
Merger is consummated prior to the release of the Shares by the Escrow
Agent pursuant to the Escrow Agreement; and (b) if the Merger is not
consummated prior to the release of the Shares by the Escrow Agent
pursuant to the Escrow Agreement (and Seller has not given timely
notice of rescission to the Escrow Agent) 22,000,000 shares of Common
Stock of the Company.
The Stock Purchase Agreement further provides that the Company and
the Trust will also cause additional shares, subject to adjustment,
currently held by the Trust to be surrendered to us for cancellation.
The number of shares to be cancelled shall be (a) 24,996,000 shares of
Common Stock of the Company minus the Purchased Shares and minus the
EMLR Shares , if the Merger is consummated prior to the release of the
Shares by the Escrow Agent pursuant to the Escrow Agreement; and (b) if
the Merger is not consummated prior to the release of the Shares by the
Escrow Agent pursuant to the Escrow Agreement, no (0) shares of Common
Stock of the Company.
The closing of the transactions contemplated by the Stock Purchase
Agreement will occur immediately prior to the completion of the Merger.
The summary of the Stock Purchase Agreement is qualified by reference
to the complete text of the Stock Purchase Agreement which is filed as
an exhibit to this 8-K.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
The Merger Agreement also provides that prior to the completion of
the Merger, Sharon Leach will resign from our board of directors,
leaving Dan O'Meara as the sole director. Upon completion of the
Merger, Mr. O'Meara will appoint Mark J. Ahn, Arie Belldegrun, Isaac
Kier, Leon Rosenberg and Michael Weiser as directors of the Company.
Mr. O'Meara will then resign immediately after making such appointment.
Accordingly, following the Merger, Mark J. Ahn, Arie Belldegrun, Isaac
Kier, Leon Rosenberg and Michael Weiser will constitute the entire
board of directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.0 Agreement and Plan of Merger, dated June 17, 2004 between
Email Real Estate.com, Inc., its wholly owned subsidiary, EMLR
Acquisition Corp. and Hudson Health Sciences, Inc.
2.1 Stock Purchase Agreement dated June 17, 2004 between Email
Real Estate.com, Inc., The Washington Trust (the "Seller" or "Trust")
and R&R Biotech, LLC, Turquoise Partners, LLC, Chase Financing, Inc.
(collectively, the "Purchasers").
Press Release dated June 22, 2004.
ITEM 9. REGULATION FD DISCLOSURE
On June 22, 2004, EMLR issued the attached press release
announcing the merger. The press release is attached as Exhibit 99.1
and is incorporated in its entirety by reference.
4
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.
EMAIL REAL ESTATE.COM, INC.
By: /s/ Dan O'Meara
Title: President
Dated: June 22, 2004
{212015.0001/N0471970_1}
1
{212015.0001/N0471970_1}
5