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) : March 15, 2002
URBANI HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Colorado 0-22783 95-3966853
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
20-24 40th Avenue, Long Island City, New York 11101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 392-5050
Sattel Global Networks, Inc.
(Former name)
1004 Depot Hill Rd., Ste. 1E, Broomfield, CO 80020
(Former address)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 15, 2002, pursuant to the agreement dated August 7, 2001, by and
among Sattel Global Networks, Inc., Urbani Acquisition Corp., a wholly-owned
subsidiary of Sattel Global Networks, Inc., and Rosario's Epicureo, Ltd. d/b/a
Urbani Truffles & Caviar, U.S.A., Urbani Acquisition Corp. merged into Rosario's
Epicureo, Ltd. In connection with the agreement, the shares of common stock of
Rosario's Epicureo, Ltd. were converted into 10,125,000 shares of common stock
of Sattel Global Networks, Inc. In connection with the transaction, Sattel
Global Networks, Inc. changed its name to Urbani Holdings, Inc.
Pursuant to the agreement, upon the closing of the merger, Sattel Global
Networks, Inc. shall have 15,000,000 shares of common stock outstanding,
together with warrants to purchase 1,200,000 shares of common stock at an
exercise price of $1.00 per share and warrants to purchase 1,200,000 shares of
common stock at an exercise of $1.50 per share. In the event that the gross
proceeds from the exercise of the warrants is not equal to at least $500,000
within 270 days of the closing of the merger, then the stockholders of Rosario's
Epicureo, Ltd. shall be issued the number of additional shares of common stock
equal to the difference between 9,750,000 and a fraction, the numerator of which
shall be equal to the product of 9,750,000 and the gross proceeds from the
exercise of the warrants and the denominator of which shall be equal to 500,000.
Rosario's Epicureo, Ltd. is a specialty food distributor of truffles,
caviar, wild mushrooms, smoked fish and specialty game and foie gras to fine
restaurants. Rosario's Epicureo, Ltd. also sells its products to gourmet shops,
supermarkets, wholesalers, distributors and private retail customers. Rosario's
Epicureo, Ltd. has a database of over 15,000 customers, including 5,000 accounts
of which up to 2,000 are active at any one time. Its customers include some of
the finest and most well-known restaurants in the country. Pursuant to an
exclusive license agreement Rosario's Epicureo, Ltd. is the sole distributor of
Urbani branded products in the United States. Urbani is an unaffiliated company,
which has been engaged in the truffle business in Italy for over 100 years.
For the terms and conditions of the agreement and plan of merger,
reference is made to such agreement attached hereto as Exhibit 10. All
statements made herein concerning the foregoing agreement are qualified in their
entirety by reference to such Exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
The required Financial Statements of Rosario's Epicureo,
Ltd. will be filed pursuant to an amendment to this
Current Report on Form 8-K no later than sixty (60) days
from the date of this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The required Pro Forma Financial Information of Rosario's
Epicureo, Ltd. will be filed pursuant to an amendment to
this Current Report on Form 8-K no later than sixty (60)
days from the date of this Current Report on Form 8-K.
(c) Exhibits
10.1 Agreement and Plan of Merger by and among Sattel Global
Networks, Inc., Urbani Acquisition Corp. and Rosario's
Epicureo, Ltd. d/b/a Urbani Truffles & Caviar U.S.A. dated
August 7, 2001, as amended (Incorporated by reference to the
Registrant's Schedule 14C filed on December 5, 2002)
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.
Dated: March 29, 2002
URBANI HOLDINGS, INC.
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(Registrant)
By: /s/Rosario Safina
Name: Rosario Safina
Title: Chairman,
Chief Executive Officer,
and President