SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
JULY 31, 2000
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Date of Report (date of earliest event reported)
HOST AMERICA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-16196 06-1168423
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification Number)
TWO BROADWAY
HAMDEN, CONNECTICUT 06518
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(Address of Principal Executive Offices
Including Zip Code)
(203) 248-4100
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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)
Item 1. Changes in Control of Registrant
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N/A
Item 2. Acquisition or Disposition of Assets
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On July 31, 2000, Host America Corporation (the "Registrant"
or "Host") entered into a Share Purchase Agreement (the
"Agreement") with Lindley Food Service Corporation
("Lindley"), and Gilbert J. Rossomando and Mark J. Cerreta,
the Shareholders of Lindley (collectively, the "Sellers").
The Agreement provides for the acquisition by Host of all of
the outstanding stock of Lindley in consideration for the
cash payment of approximately $3,700,000 to the Sellers, the
issuance to the Sellers of 198,122 shares of Host's Common
Stock, which are restricted from sale until July 18, 2003,
and the payment to the Sellers of an amount equal to a ten
percent (10%) earnings interest in the on-going operations
of Lindley. The earnings interest payable to the Sellers
will be computed according to a pre-determined calculation
set forth in the Agreement. Sellers may collectively elect
to exercise up to, but not more than five percent (5%) of
their earnings interest starting June 30, 2002, and,
thereafter, have the option to continue to exercise their
remaining earnings interest on each June 30 anniversary
through June 30, 2007. On June 30, 2007, Host shall pay to
Sellers collectively, a final earnings interest based on any
remaining unexercised earnings interest.
The Agreement contains numerous representations, warranties
and covenants by both parties. A complete description of
all warranties, representations and covenants are set forth
in the Agreement included as an Exhibit to this Report.
Pursuant to the Agreement, a Voting Agreement has been
entered into among the principal shareholders of the
Registrant to cause one designee of Seller to be elected to
serve as a Director of Registrant for consecutive terms
aggregating at least four (4) years from the date of the
closing of the acquisition discussed in this Report.
Concurrent with the execution of the Agreement and the
closing, the Registrant and both Gilbert J. Rossomando and
Mark J. Cerreta entered into non-competition and employment
agreements (the "Non-Competition and Employment
Agreements"). Pursuant to the Non-Competition and
Employment Agreement with Gilbert J. Rossomando, Mr.
Rossomando will be employed for a term of four (4) years as
the President of the Registrant's Lindley operations.
According to the terms of the agreement, Mr. Rossomando will
not compete with the Registrant's business for a period of
four (4) years from the date of the agreement or for one (1)
year from the termination of his employment, whichever is
longer. Similarly, pursuant to the Non-Competition and
Employment Agreement with Mark J. Cerreta, Mr. Cerreta will
be employed for a term of four (4) years as the Vice
President of the
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Registrant's Lindley operations. According to the terms of
the agreement, Mr. Cerreta will not compete with the
Registrant's business for a period of four (4) years from
the date of the agreement or for one (1) year from the
termination of his employment, whichever is longer.
Also, concurrent with the execution of the Agreement and the
closing, the Registrant and Messrs. Rossomando and Cerreta,
entered into a registration rights agreement (the
"Registration Rights Agreement") pursuant to which Messrs.
Rossomando and Cerreta and their successors and assigns will
have the one time right after July 17, 2003, to cause the
Registrant to register their shares of Registrant's Common
Stock for sale under the Securities Act of 1933, as amended
(the "Securities Act"), and to cause the Registrant at any
time to include the Rossomando and Cerreta Shares in any
subsequent registration statements filed under the
Securities Act under certain conditions. The Registration
Rights Agreement is attached to this Report as an Exhibit to
the Agreement.
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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N/A
Item 5. Material Events
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N/A
Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired. The
financial statements of the business acquired will be
filed by amendment to this Current Report within 60
days after the date hereof.
(b) Pro Forma Financial Information. The required pro
forma information will be filed by amendment to this
Current Report within 60 days after the date hereof.
(c) Exhibits:
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10.15 Share Purchase Agreement between Host
America Corporation, Lindley Food Service
Corporation, and Gilbert J. Rossomando and
Mark J. Cerreta, dated July 31, 2000.
10.16 Non-Competition, Non-Solicitation and
Employment Agreement between Host America
Corporation and Gilbert J. Rossomando, dated
August 1, 2000.
10.17 Non-Competition, Non-Solicitation and
Employment Agreement between Host America
Corporation and Mark J. Cerreta, dated
August 1, 2000.
10.18 Registration Rights Agreement between Host
America Corporation and Gilbert J.
Rossomando and Mark J. Cerreta, dated
July 31, 2000.
SIGNATURES
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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.
HOST AMERICA CORPORATION
Dated: August 9, 2000 By: /s/ David J. Murphy
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David J. Murphy
Chief Financial Officer
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