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
AUGUST 30, 2001
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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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See Item 5, below.
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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On August 30, 2001, Host America Corporation (the "Registrant" or
"Host") entered into an Asset Purchase Agreement (the
"Agreement") with Contra-Pak, Inc. ("Contra-Pak"), and James
Hairston, the sole Shareholder of Contra-Pak (collectively, the
"Sellers"). The Agreement provides for the acquisition by Host
of certain assets of Contra-Pak in consideration for the cash
payment of $145,870 to the Sellers and the issuance to the
Sellers of 56,911 shares of Host's Common Stock, which are
restricted from sale until July 18, 2003.
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.
Concurrent with the execution of the Agreement and the closing,
the Registrant's wholly owned subsidiary, Lindley Food Service
Corporation ("Lindley") and James Hairston entered into a Non-
Competition, Non-Solicitation and Employment Agreement (the
"Employment Agreement"). Pursuant to the Employment Agreement,
Mr. Hairston will be employed for a term of three (3) years as
the Director of Sales and Operations Director of Lindley's Dallas
operations. According to the terms of the Employment Agreement,
Mr. Hairston will not compete with Lindley's business for a
period of four (4) years from the date of the Employment
Agreement or for one (1) year from the termination of his
employment, whichever is longer.
Item 6. Resignations of Registrant's Directors
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N/A
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Item 7. Financial Statements and Exhibits
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(a) Not Required
(b) Not Required
(c) Exhibits:
10.27 Asset Purchase Agreement between Host America
Corporation, Contra-Pak, Inc. and James Hairston,
dated August 30, 2001.
10.28 Non-Competition, Non-Solicitation and Employment
Agreement between Lindley Food Service
Corporation and James Hairston, dated August 30,
2001.
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: September 12, 2001 By: /s/ David J. Murphy
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David J. Murphy
Chief Financial Officer
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