SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
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FORM 8K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: October 22, 2001
(For the period ended May 30, 2001)
DONINI, INC.
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(Exact name of Registrant as specified in its Charter)
NEW JERSEY
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(State or Other Jurisdiction of Incorporation)
0-32133
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(Commission File Number)
22-3768426
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(IRS Employer Identification Number)
4555 boul, des Grandes Prairies, #30
St. Leonard, MONTREAL, QUEBEC H1R 1A5
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(Address of Principal Executive offices) (Zip Code)
(514) 327-6006
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Registrant's Telephone Number,
including Area Code
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
As of May 31, 2001, the Company had 15,158,937 shares of its common
stock outstanding.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS
The Registrant has undergone the following significant events in May
2001:
(a) Peter Deros was elected Chairman of the Board of Directors.
(b) The Company issued a total of 1,767,806 shares of common stock and 7,050,000
options or warrants to purchase shares of common stock to the following persons
and in the amounts indicated below.
Number of Number of Options/
Name Shares Issued Warrants Issued
Eric Boyd 750,000 (1) 750,000 (1)
TT Byrne Capital Investment Inc. 367,806 (1) 1,500,000 (1)
View Trade Securities, Inc. 100,000 (1) 1,000,000 (1)
Dennis Kounadis 400,000
John Frohling 600,000
Lionel Oberman 50,000
Peter Deros 75,000 (2) 2,750,000 (3)
Theo Kalatzis 75,000 (2)
Linda Pellegrino 200,000
Catherine Pantoulis 100,000
Stella Pehlivanian 25,000
Terence Byrne 75,000 (2)
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(1) Issued pursuant to an employment or consulting agreement.
(2) Issued as compensation for serving as a director.
(3) 2,250,000 of these options were issued pursuant to an option agreement.
(c) The Company entered into a consulting agreement with Lars Muller for
marketing and sales services to establish and expand Pizza Donini products and
services within the States of Massachusetts and Rhode Island.
(d) The Company's wholly-owned subsidiary, Pizza Donini.com Inc. entered into a
service agreement with Netocrat Services Inc. for assistance with its e-commerce
center, network and software requirements.
(e) The Company's wholly-owned subsidiary, Pizza Donini.Com Inc. entered into an
addendum to an employment agreement with Sarkis Tsaoussian for his services as
its Chief Executive Officer.
(f) The Company's wholly-owned subsidiary, Pizado Foods (2001) Inc. entered into
an addendum to an employment agreement with Theo Kalaitzis for his services as
its President and Chief Operating Officer.
(g) The Company's wholly-owned subsidiary, Pizza Donini Inc. entered into a
product development, consulting and brokerage agreement with 9078-1881 Quebec
Inc. operating under the name of Nanni Marketal.
ITEM 6. RESIGNATION OF OFFICERS AND DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 1 Consulting Agreement between the Company and Eric Boyd dated May
30, 2001.
Exhibit 2 Consulting Agreement between the Company and TT Byrne Capital
Investment Inc. dated May 30, 2001.
Exhibit 3 Financial Advisory Agreement between the Company and ViewTrade
Securities, Inc. dated May 8, 2001.
Exhibit 4 Option Agreement between the Company and Peter Deros dated May 30,
2001.
Exhibit 5 Consulting Agreement between the Company and Lars Muller dated May
30, 2001.
Exhibit 6 Service Agreement between Pizza Donini Inc. and Netocrat Services
Inc. dated May 1, 2001.
Exhibit 7 Addendum to employment agreement between Pizza Donini.Com Inc. and
Sarkis Tsaoussian dated May 30, 2001.
Exhibit 8 Addendum to employment agreement between Pizado Foods (2001) Inc.
and Theo Kalaitzis dated May 30, 2001.
Exhibit 9 Product development, consulting and brokerage agreement between
Pizza Donini Inc. and 9078-1881 Quebec Inc. dated May 30, 2001.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
Signatures
Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DONINI, INC.
October 22, 2001 By: /s/ PETER DEROS
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Peter Deros
President and Chief
Executive Officer