SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 27, 1999
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INTELLIGENT LIFE CORPORATION
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(exact name of registrant as specified in chapter)
Florida 0-25681 65-0423422
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
11811 U.S. Highway One
Suite 101
North Palm Beach, Florida 33408
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(zip code)
Registrant's telephone number, including area code: (561) 627-7330
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On August 27, 1999, Intelligent Life Corporation, a Florida corporation
("ILIF") acquired certain assets and assumed certain liabilities of Green
Magazine, Inc., a Delaware corporation ("Green"), pursuant to an Asset Purchase
Agreement, dated as of August 27, 1999, by and among ILIF, Green Magazine, Inc.,
Kenneth A. Kurson, John F. Packel and James Michaels (the "Agreement"). Pursuant
to the Agreement, ILIF acquired the rights to all agreements, contracts,
commitments, licenses, copyrights, trademarks and the subscriber/customer list
of Green. Kenneth A. Kurson and John F. Packel were also employed by ILIF. The
acquisition will be accounted for under the purchase method of accounting.
The total consideration paid by ILIF in connection with the acquisition was
approximately $784,000 consisting of $200,000 in cash and 100,000 unregistered
shares of ILIF common stock valued at approximately $584,000.
The total consideration paid by ILIF was determined through arms length
negotiations between representatives of ILIF, Kenneth A. Kurson, John F. Packel
and James Michaels. Neither ILIF nor any of its affiliates had, nor to the
knowledge of ILIF, did any director or officer or any associate of any such
director or officer of ILIF, have any material relationship with Green, Kenneth
A. Kurson, John F. Packel or James Michaels prior to this acquisition.
Green delivers personal finance and investment advice through its magazine
publication and through Kenneth A. Kurson's appearances on national broadcast
media. ILIF intends to continue to use the assets acquired to conduct this
business and to refine its editorial message on theWhiz.com (www.theWhiz.com),
its personal finance Web site.
The description of the Agreement contained herein, which is filed as an
exhibit to this Form 8-K, does not purport to be complete and is qualified in
its entirety by the provisions of the Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) The required financial statements will be filed by amendment not
later than 60 days after the date of this report.
(b) The required pro forma financial information will be filed by
amendment not later than 60 days after the date of this report.
(c) Exhibits:
2.1 Asset Purchase Agreement, dated August 27, 1999, by and among
Intelligent Life Corporation, Green Magazine, Inc., Kenneth A.
Kurson, John F. Packel and James Michaels.
99.1 Text of Press Release of Intelligent Life Corporation dated
August 30, 1999
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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 thereunto duly authorized.
INTELLIGENT LIFE CORPORATION
/s/ Robert J. DeFranco
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Date: September 10, 1999 Robert J. DeFranco
Vice President - Finance and Chief Accounting Officer
EXHIBIT INDEX
Exhibit
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2.1 Asset Purchase Agreement, dated August 27, 1999, by and among
Intelligent Life Corporation, Green Magazine, Inc., Kenneth A. Kurson,
John F. Packel and James Michaels
99.1 Text of Press Release of Intelligent Life Corporation dated August 30,
1999
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