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: June 12, 2003
Taurus Entertainment Companies, Inc.
(Exact Name of Registrant As Specified in Its Charter)
Colorado 000-08835 84-0736215
(State Or Other Jurisdiction (Commission File Number) (IRS Employer
Of Incorporation Or Organization) Identification No.)
19901 Southwest Freeway, Suite 209
Sugar Land, Texas 77479
(Address Of Principal Executive Offices, Including Zip Code)
(281) 207-5484
(Registrant's Telephone Number, Including Area Code)
ITEM 1. CHANGE OF CONTROL OF REGISTRANT.
On June 12, 2003, Taurus Entertainment Companies, Inc. ("Taurus"), a
Colorado corporation and Alfred Oglesby, the sole stockholder of all the
outstanding capital stock of Bluestar Physical Therapy, Inc., a Texas
corporation ("Bluestar"), entered into a Stock Exchange Agreement ("Exchange
Agreement") whereby Mr. Oglesby tendered to Taurus all issued and outstanding
shares of common stock of Bluestar in exchange for 9,650,000 shares of
restricted common stock of Taurus. Bluestar is now a wholly-owned subsidiary of
Taurus. The terms and conditions of the Exchange Agreement were the result of
arm's length negotiations. However, no appraisal was taken.
At the same time, the Board of Directors of Taurus appointed Mr. Oglesby as
a Director of Taurus and appointed Mr. Oglesby as President and Chief Financial
Officer.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
On June 12, 2003, and subsequent to entering into the Exchange Agreement
with Mr. Oglesby, Taurus entered into an Asset Purchase Agreement (the "Asset
Purchase Agreement") with Rick's Cabaret International, Inc., a Texas
corporation, Inc. ("Rick's), whereby Taurus agreed to sell to Rick's the assets
and liabilities of Taurus related to all of Taurus's businesses as they existed
immediately prior to the execution of the Exchange Agreement, including all
issued and outstanding shares of common stock of Taurus's subsidiaries (other
than Bluestar), which are: (i) Broadstreets Cabaret, Inc., a Texas corporation;
(ii) XTC Cabaret, Inc., a Texas Corporation; and (iii) Citation Land, L.L.C, a
Texas limited liability company (collectively, the "Other Subsidiaries and
Businesses") in exchange for 3,752,008 shares of common stock of Taurus owned by
Rick's and $20,000 in cash. These 3,752,008 shares were cancelled by us.
In addition, Rick's indemnified Taurus for all of the liabilities of Taurus
assumed by Rick's pursuant to the Asset Purchase Agreement (the "Indemnified
Liabilities"). The Indemnified Liabilities are any liabilities related to the
assets acquired by Rick's from Taurus that existed or that may arise in the
future under an Indemnification and Transaction Fee Agreement ("Indemnification
Agreement") that was executed on June 12, 2003. Under the Indemnification
Agreement, Taurus agreed to pay $270,000 to Rick's, payable $140,000 at closing,
with $60,000 due on July 15, 2003, and $70,000 due on August 15, 2003. Mr.
Oglesby personally guaranteed the payment of the remaining $130,000. The terms
and conditions of the Exchange Agreement and the Indemnification Agreement were
the result of arm's length negotiations. However, no appraisal was taken.
Prior to these transactions, Rick's owned 93% of our outstanding common
stock. After these transactions, Rick's will own approximately 2% of our common
stock. Prior to these transactions, Eric Langan was our sole Director, President
and Chief Financial Officer. Mr. Langan has resigned his positions of President
and Chief Financial Officer on June 12, 2003. Mr. Langan remains as a Director.
Mr. Langan is a Director and the President of Rick's. The transaction whereby
Rick's acquired the assets and liabilities of our Other Subsidiaries and
Businesses was a related party transaction.
ABOUT TAURUS
Taurus was organized in 1977, as a Colorado corporation. Since 1997, Taurus
has been in the adult entertainment business. Taurus common stock trades on the
OTC Bulletin Board under the trading symbol "TAUR". As a result of entering into
the Exchange Agreement and the Asset Purchase Agreement, Taurus will no longer
be engaged in the adult entertainment business. Taurus's new business strategy
will be to acquire, develop and operate licensed outpatient physical therapy
clinics nationwide.
The number of shares of common stock outstanding immediately after all of
the transactions described herein will be 10,208,004 shares of common stock.
ABOUT BLUESTAR
Bluestar is a development stage company which intends to acquire, develop,
and operate licensed outpatient physical therapy clinics nationwide. The clinics
will provide post-operative care and treatment for a variety of orthopedic
related disorders and sports-related injuries only on an outpatient basis.
Bluestar's growth strategy is to acquire and develop outpatient physical therapy
clinics initially in Texas and the South and later to expand on a national
basis.
Bluestar believes that the outpatient physical therapy clinic market is in
a consolidation phase, due primarily to: (i) increasing legislative, medical
association and third party payor pressure on physicians to divest themselves of
their ownership interests in clinics to which they refer patients; and (ii) the
increased complexity and changing dynamics of third party payor reimbursement
systems. Bluestar believes there is a high concentration of owner operators who
are in need of an exit strategy from there ownership. In many cases the owner
operator has reached his or her level of competency and efficiency and can no
longer grow his business effectively. Bluestar believes that the entities that
these owner operators run tend to represent a disproportionate amount of their
respective personal assets. Such circumstances in this industry combined with
the economic benefits of industry consolidation such as centralized purchasing,
third-party payor contracts and centralized management practices, create a
business opportunity for Bluestar. Bluestar's marketing strategy is to acquire
existing operating physical therapy clinics and consolidate them. Bluestar has
developed a model for the type of clinics it contemplates acquiring. Bluestar
believes that it can create efficiencies and economies of scale.
The staff of a typical clinic includes one or more licensed physical
therapists, office personnel, physical therapist aids, and exercise
physiologists. The clinics provide basic outpatient physical therapy services
for patients that are referred by physicians. The principal sources of payment
for the clinic's services are commercial health insurance and worker's
compensation insurance. Patients requiring these types of services are typically
treated for approximately one hour per day, three times a week for two to four
weeks. The fee for the treatment is based on a "per procedure" basis. Where
appropriate, the clinics will develop individual maintenance exercise programs
to be continued after treatment and advise on postural improvements and changes
in work habits and lifestyle. Bluestar intends to assess the potential for
developing new services and expanding the method of providing customary services
with an emphasis on health insurance and worker's compensation insurance cost
containment.
OUR DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the names, ages, positions, with the Company and
business experiences of the executive officers and directors of the Company.
Name Age Position
- --------------------------------------------------------------
Alfred Oglesby 36 Director and President,
Chief Financial Officer and Secretary
Eric Langan 35 Director
All directors hold office until the next annual meeting of the our
shareholders and until their successors have been elected and qualify. Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary to perform their responsibilities as executive officers and or
directors of the Company.
Alfred Oglesby formed Bluestar Physical Therapy, Inc. in March 2003. In
2000 through 2002 , Mr. Oglesby was an investor in several private physical
therapy clinics in the Southwest. From 1998 through 2000, Mr. Oglesby served as
a Director and a licensed financial advisor at Oglesby & Londergan, a registered
investment advisory firm based in Houston, Texas. From 1996 through 1998, Mr.
Oglesby served as a licensed financial advisor at Waddell & Reed Financial
Services. Prior to 1996, Mr. Oglesby played professional football for the Miami
Dolphins and the New York Jets of the National Football League ("NFL")where he
became acquainted with the benefits of physical therapy. Mr. Oglesby attended
the University of Houston and is a member of the University's Board of
Directors. Mr. Oglesby is on the Board of Directors of the Urban League.
Eric S. Langan has been a Director of Taurus since 1997 and President and
Chief Executive Officer of Taurus from 1997 through June 11, 2003. Since 1989,
Mr. Langan has been involved in the adult entertainment business and has
exercised managerial control over the grand openings and operations of more than
twelve adult entertainment businesses. Mr. Langan has also been an officer of
Citation Land LLC, which owned commercial income real estate in Houston, Texas.
Since 1998, Mr. Langan has been a Director, President and the Chief Executive
Officer of Rick's Cabaret International, Inc.
OUR OFFICES
Taurus maintains its executive offices at 19901 Southwest Freeway, Suite
209, Sugar Land, Texas 77479.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of June 12, 2003 the
ownership of the Taurus's common stock by each shareholder known by us to be the
beneficial owner of more than five percent (5%) of our outstanding shares of
common stock, each director, each executive officer, and all executive officers
and directors as a group. Except as otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares of
common stock beneficially owned.
Name and Number of Title of Percent of
Address Shares Owned Class Class
- ------------------------------------------------------------------------------
Alfred Oglesby 9,650,000 Common Stock 94.5%
Suite 209
19901 Southwest Fwy.
Sugar Land, Texas 77479
Eric Langan
505 Northbelt, Suite 630
Houston, Texas 77060 250,000 (1) Common Stock -0- %
All directors and
Executive officers
As a group of two persons 9,900,000 (1) Common Stock 97%
- ---------------
(1) Includes 250,000 shares owned by Rick's Cabaret International, Inc. Mr.
Langan is an officer and director of Rick's Cabaret International, Inc. Mr.
Langan disclaims beneficial and pecuniary ownership of these shares. Mr.
Langan can control how these shares are voted.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Audited financial statements of Bluestar will be filed by amendment to
this Form 8-K not later than August 26, 2003.
(b) Pro forma financial information.
Pro forma financial information will be filed by amendment to this
Form 8-K not later than August 26, 2003.
(c) Exhibits
Exhibit Number Description
- -------------------------------------------------
10.1 Stock Exchange Agreement
10.2 Asset Purchase Agreement
10.3 Indemnification and Transaction Fee Agreement
99.1 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned duly authorized.
Date: June 13, 2003 Taurus Entertainment Companies, Inc.
(signed)
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/s/ Alfred Oglesby, President
Alfred Oglesby, President