UNITED STATES
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
NOVEMBER 1, 2000
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
AMERICAN ENTERPRISE.COM, CORP
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-24696 59-3248917
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
6800 NORTH DALE MABRY, SUITE 100, TAMPA FL 33614
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(813) 882-6567
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
Page 1 of 3
ITEM 2. DISPOSITION OF ASSETS
On November 3, 2000, pursuant to a Consent to Peaceful Repossession and Removal
of Leased Equipment, Siemens repossessed certain leased assets located in the
Company's closed Riverside facility. As previously reported in the Company's 8-K
filing of August 4, 2000, the Company is operating under a Forbearance Agreement
with Siemens. (See the Company's latest Form 10-KSB and Form 10-QSB for further
discussion of the Siemens litigation). The forbearance agreement is in effect
through November 17, 2000.
The Riverside equipment consisted of approximately $1.4 million (acquisition
value) of medical equipment acquired under capital leases and a mobile MRI unit
acquired under an operating lease. The remaining book value of these capital
assets is about $500,000. The Company estimates a loss of approximately $840,000
as a result of the repossession.
The closed Riverside facility was leased from a partnership that was recently
acquired by the Company's parent (American Enterprise Solutions, Inc., "AESI").
The facility was closed in April 2000 and AESI sold the property in September
2000. The Company recorded a loss from abandonment of its leasehold improvements
of approximately $240,000.
ITEM 3. BANKRUPTCY
On November 1, 2000, the Company's subsidiary, SunPoint Diagnostic Center, Inc.
("SunPoint") filed a voluntary petition for relief under Chapter 11 ("Chapter
11") of Title 11 of the United States Bankruptcy Code in the Middle District of
Florida, Tampa Division. SunPoint remains a debtor-in-possession. The Company is
contemplating filing Chapter 11 petitions for its remaining subsidiaries, two of
which have conducted no operations since at least April 2000. The Company is
working with a crisis management team to formulate a plan of reorganization.
ITEM 5. OTHER EVENTS
As previously reported, the Company entered into a definitive merger agreement
with AESI with the closing to occur no later than December 31, 2000. It is now
highly unlikely the merger can be consummated due to AESI's inability to
complete its financial audit. AESI, which had been providing financial support,
is experiencing operating losses and is not able to further assist the Company.
On October 31, 2000, Mr. Curtis Alliston submitted his resignation from the
Board of Directors ("the Board") and all offices of the Company indicating his
unwillingness to continue in a director and officer capacity under the Company's
then current leadership. On November 1, 2000, AESI (as majority shareholder of
the Company) voted to remove the remaining Directors (Mr. Charles Broes and Mr.
Caldwell Nuckols) and replace them with a new slate consisting of Mr. Thomas
Bean and Mr. John Stanton. Mr Broes and Mr. Nuckols were also removed from all
offices. Mr. John Stanton was appointed acting CEO.
The Company has continued to sustain operating losses and, as previously
reported, is involved in significant litigation that it had hoped to resolve in
the third quarter. The Company was not successful in this endeavor. The Company
is using the services of a crisis management team engaged by AESI to assist
management and develop a work out plan. SunPoint filed for protection under
Chapter 11 of the U.S. Bankruptcy Code (more fully discussed in Item 3).
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.
November 16, 2000 AMERICAN ENTERPRISE.COM CORP
By: /s/ JOHN STANTON
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John Stanton
Acting C.E.O.