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 2, 1998
------------------------------------------------
Date of Report (date of earliest event reported)
HOST AMERICA CORPORATION
(formerly University Dining Services, Inc.)
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-16196 06-1168423
- ---------------- ------------ ----------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
TWO BROADWAY
HAMDEN, CONNECTICUT 06518
---------------------------------------
(Address of Principal Executive Offices
Including Zip Code)
(203) 248-4100
-------------------------------
(Registrant's telephone number,
including area code)
Page 1 of 4.
Item 1. Changes in Control of Registrant
--------------------------------
N/A
Item 2. Acquisition or Disposition of Assets
------------------------------------
N/A
Item 3. Bankruptcy or Receivership
--------------------------
N/A
Item 4. Changes in Registrant's Certifying Accountants
----------------------------------------------
N/A
Item 5. Material Events
---------------
On February 14, 1998, the Registrant's Board of Directors
and the shareholders owning a majority of the outstanding shares
of Common Stock approved a reverse stock split effective February
15, 1998, wherein each 100 shares of the Registrant's Common
Stock currently issued and outstanding be converted into one (1)
share of Common Stock.
Also on February 14, 1998, the Registrant's Board of
Directors and a majority of the outstanding shares of Common
Stock approved an amendment to the Registrant's Certificate of
Incorporation changing its name from University Dining Services,
Inc. to Host American Corporation and to divide the authorized
capital into 80,000,000 Common Shares and 20,000,000 Preferred
Shares.
On February 19, 1998, the Registrant named Robert C.
Vaughan, Patrick J. Healy and John D'Antona to the Board of
Directors to serve to the next annual meeting of shareholders or
until his successor is elected and qualified.
On March 1, 1998, the Board of Directors issued 700,000
shares of Preferred Stock to Geoffrey W. Ramsey (225,000 shares),
David J. Murphy (225,000 shares), Thomas P. Eagan, Jr. (100,000
shares) and Robert C. Vaughan (150,000 shares), all Officers and
Directors of the Registrant. The shares were issued to ensure
continuity of management over the next five years and create
incentive goals in revenues and pre-tax earnings.
Each share of Preferred Stock shall be convertible into one
(1) share of the Registrant's Common Stock at a conversion value
of $5.00 per share, provided, however, that in the event the
Registrant attains the following revenues and pre-tax earning
during the following time period or fiscal year ("Incentive
Period") after the completion of the public offering, each share
of Preferred Stock
-2-
shall be convertible, at no cost to the holders, into the
following number shares of Common Stock at the following
conversion value per share:
Number of
Pre-Tax Conversion Common
Incentive Period Revenues Earning Value Shares
- ---------------- ------------ ---------- ---------- ----------
15 Months After
Public Offering $20,000,000 $1,000,000 $2.50 2.0 shares
Two Years After
Public Offering $40,000,000 $2,000,000 $2.00 2.5 shares
Three Years After
Public Offering $75,000,000 $3,750,000 $1.50 3.3 shares
Of the Preferred Shares a maximum of 233,333 of such shares
shall be convertible upon the Registrant achieving the
performance goals in accordance with the aforesaid formula at the
end of each Incentive Period. In the event the Registrant does
not attain any of the above-specified goals, each Preferred Share
outstanding shall automatically convert, at no cost to the
holder, into one (1) share of Common Stock five years from the
effective date of the registration statement relative to the
proposed public offering.
Each share of Preferred is voting and is equal to one (1)
share of Common Stock. The Preferred Shares have no liquidation
or other preference over any other class of the Registrant's
outstanding securities.
Item 6. Resignations of Registrant's Directors
--------------------------------------
N/A
Item 7. Financial Statements and Exhibits
---------------------------------
(a) and (b) N/A
(c) Exhibits: Filed herewith pursuant to Reg. S-K Item 601
is the following exhibit.
Exhibit No. Page Description
- ----------- ---- -----------
-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.
HOST AMERICA CORPORATION
Dated: March 2, 1998 By: /s/ GEOFFREY W. RAMSEY
-------------------------------
Geoffrey W. Ramsey
President
-4-