SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 30, 2001
IN STORE MEDIA SYSTEMS, INC.
15423 East Batavia Drive
Aurora, Colorado 80011
Commission File No. 000-28515
Incorporated in the State of Nevada
Federal Identification No. 84-1249735
Telephone: (303) 364-6550
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective as of March 30, 2001, the Company acquired the entire outstanding
capital stock of The E. Schulze Corporation, a Colorado corporation (the
"Schulze Corp."), in exchange for an aggregate of $1,800,000 in cash (the
"Cash Amount") and 17,144,196 shares of the Company's common stock, par
value $0.001 (the "Company Common Stock"). Under the terms of an Agreement
and Plan of Merger dated March 30, 2001, between the Company, the Schulze
Corp. and the stockholders of the Schulze Corp., a newly-formed subsidiary
of the Company merged with and into the Schulze Corp. in a tax-free
reorganization under the Internal Revenue Code. As a result, at the
effective time of the merger, the Schulze Corp. became a wholly-owned
subsidiary of the Company.
The assets of the Schulze Corp. consist of 20,144,198 shares of Common Stock and
rights to a certain patented technology commonly known as the "Canpactor." The
stockholders of the Schulze Corp. included certain relatives (the "Stockholder
Relatives") of the Company's former President and CEO, Mr. Everett E. Schulze,
who passed away in December 2000. Before his death, Mr. Everett Schulze gifted
certain shares of the Schulze Corp. to Mr. Donald P. Uhl, the Company's Chief
Executive Officer and Chairman, and Mr. Mike Mozer, a director of the Company.
Mr. Uhl and Mr. Mozer also received consideration for their stock of the Schulze
Corp. in the merger.
At the effective time of the merger, each share of the capital stock of the
Schulze Corp. was converted into the right to receive $0.60 or shares of the
Company's Common Stock at a specified exchange rate. The parties negotiated
the purchase price in an arms length transaction. The shares of Common
Stock issued to the stockholders of the Schulze Corp. in the merger are
subject to certain restrictions and conditions on transfer, as specified in
the Agreement and Plan of Merger. The Company generated the cash used to
pay the Cash Amount through the sale of 3,000,000 new shares of Common Stock
(the "New Shares") to certain investors at a price per share of $0.75. The
purchasers of the New Shares included Mr. Derrick Bushman, a director of the
Company and certain principals and affiliates of Mr. Bushman and the Bushman
Group, LLC, a stockholder of the Company.
Mr. Bushman, Mr. Uhl and Mr. Mozer abstained from voting on the above described
transactions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
To be provided within sixty (60) days after the date of filing.
(b) Pro Forma Financial Information.
To be provided within sixty (60) days after the date of filing.
(c) Exhibits
2.1 Agreement and Plan of Merger dated March 30, 2001, by
and among In Store Systems, Inc., In Store
Acquisition Corp., The E. Schulze Corporation and the
stockholders of The E. Schulze Corporation dated
March 30, 2000.
99.1 Press release announcing the acquisition of The E.
Schulze Corporation. To be filed by amendment to this
Form 8-K.
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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.
In Store Media Systems, Inc.
Date: April 16, 2001 By /s/ Donald P. Uhl
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Donald P. Uhl, President and CEO
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INDEX TO EXHIBITS
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The following exhibits are filed with the Current Report on Form 8-K.
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated March 30, 2001, by and
among In Store Systems, Inc., In Store Acquisition Corp., The
E. Schulze Corporation and the stockholders of The E. Schulze
Corporation dated March 30, 2000.