SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) August 15, 2001
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DREAMS, INC.
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(Exact name of registrant as specified in its charter)
Utah 87-0368170
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
2 South University Drive, Suite 325, Plantation, Florida 33324
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 377-0002
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Effective August 15, 2001, The Greene Organization, a Florida corporation
was merged with and into Dreams/GOI Merger Sub, Inc., a Florida corporation
("Sub"), a wholly owned subsidiary of Dreams, Inc. On August 9th, an Agreement
and Plan of Merger (the "Merger Agreement") was entered into between Dreams,
Inc., a Utah corporation, Sub, The Greene Organization and Warren H. Greene as
the sole shareholder of The Greene Organization. The surviving corporation has
been re-named The Greene Organization, Inc., a Florida corporation ("Surviving
Corporation"). In the merger, all outstanding shares of common stock of The
Greene Organization issued and outstanding were converted into 2,200,000 shares
of restricted common stock of Dreams, Inc., no par value per share, and
$300,000.
Dreams, Inc. and Warren H. Greene have also entered into an Employment
Agreement whereby Warren H. Greene will be paid $250,000 annually to provide his
services as the President of the Surviving Corporation. The term of the
Employment Agreement is for five (5) years. Warren H. Greene may earn an annual
bonus in an amount equal to 1/3 of EBITDA of the Surviving Corporation in excess
of $250,000.
Warren H. Greene is the brother-in-law of Ross Tannenbaum, the Chief
Executive Officer of Dreams.
The foregoing summary of the Merger Agreement and the Employment Agreement
is qualified in its entirety by reference to the full text of such Agreements, a
copy of which are filed herewith.
Item 7: Financial Statements, Pro Forma Financial Statements and Exhibits
(a) Exhibits:
2.1 Agreement and Plan of Merger effective as of August 15, 2001 by
and among Dreams, Inc., Dreams/GOI Merger Sub, Inc., The Greene
Organization, Inc. and Warren H. Greene as sole shareholder of
The Greene Organization, Inc.
99.1 Employment Agreement dated August 15, 2001 by and among Dreams,
Inc. and Warren H. Greene.
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.
DREAMS, INC.
By: /s/ Ross Tannenbaum
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Ross Tannenbaum,
Its Chief Executive Officer
Dated: August 28/th/, 2001