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
March 16, 2001
----------------------------------------------------
Date of Report (date of earliest event reported)
HOST AMERICA CORPORATION
----------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-16196 06-1168423
- ---------------------------- ------------ ----------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification Number)
TWO BROADWAY
HAMDEN, CONNECTICUT 06518
-----------------------------------------
(Address of Principal Executive Offices
Including Zip Code)
(203) 248-4100
------------------------------
(Registrant's telephone number,
including area code)
NOT APPLICABLE
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
------------------------------------
On March 16, 2001, Host America Corporation (the "Registrant" or
"Host") entered into a Letter of Intent ("LOI") with Select Force
Incorporated ("Select"), and the Shareholders of Select (the
"Sellers"). The LOI provides for the acquisition by Host of all
of the outstanding shares of Select in consideration for the
issuance to the Sellers of up to 700,000 shares of Host's Common
Stock. The Common Stock will be restricted from sale until one
(1) year after the closing date of the acquisition and may only
be sold or transferred in accordance with the provisions of Rule
144 of the Securities Exchange Act of 1933.
The LOI contains numerous representations, warranties and
covenants by both parties. A complete description of all
representations, warranties and covenants are set forth in the
LOI included as an Exhibit to this Report. Select Force is
located in Oklahoma City, OK. Select Force provides employee
pre-screening services for employers. Host believes these services
will be compatible with Host's current business model.
Item 3. Bankruptcy or Receivership
--------------------------
N/A
Item 4. Changes in Registrant's Certifying Accountants
----------------------------------------------
N/A
Item 5. Material Events
---------------
N/A
Item 6. Resignations of Registrant's Directors
--------------------------------------
N/A
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statement of Business Acquired. The financial
statements of the business to be acquired will be filed by
amendment to this Current Report within 60 days after the
date of the closing.
(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 of the closing.
-2-
(c) Exhibits:
10.26. Letter of Intent between Host America Corporation
and Select Force Incorporated dated March 15, 2001.
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: March 23, 2001 By: /s/ David J. Murphy
---------------------------
David J. Murphy
Chief Financial Officer
-3-