U.S. 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 ACT OF 1934
Date of Report (Date of earliest event reported): April 6, 2000
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Upgrade International Corporation
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(Exact name of registrant as specified in its charter)
Washington 0-27649 58-244-1311
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1411 Fourth Avenue - Suite 629 Seattle, Washington 98101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 903-3116
Item 4. Changes in Accountant
Information related to a change of accountants as a result of the merger of
Second CMA, Inc. into Upgrade International Corporation, pursuant to which
Upgrade succeeded to Second CMA as a registrant under the Securities Exchange
Act of 1934, is incorporated herein by reference to Upgrade's Form 10-QSB, filed
May 15, 2000, under Part II, Item 5(B) Change in Accountant, p. 14.
The reply of Comiskey and Company, dated September 18, 2000, is included as an
exhibit to this Form 8-K.
Item 5.
A. Resignation of David Zucker as Director
Effective September 1, 2000, David Zucker resigned as a member of the Board of
Directors of Upgrade. Mr. Zucker cited the potential for a perceived conflict
of interest between his board position and his position as President of EforNet
Corporation, a subsidiary of Upgrade, as the reason for his resignation.
B. Private Placement
Upgrade announced that on September 8, 2000, it completed a private offering of
its common stock. The common stock that was offered was not registered under the
Securities Act of 1933 or approved by any state securities agency, and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The offering was a best efforts no
minimum offering by Upgrade of 408,164 shares at $12.25 per share, for total
maximum proceeds of approximately $5,000,000. The sale was made to an accredited
investor that resides outside of the United States. No money or other
consideration was solicited or accepted by way of the announcement. The common
stock that was offered has not been registered with or approved by any state
securities agency or the U.S. Securities and Exchange Commission and was offered
and sold pursuant to an exemption from registration. This disclosure on Form 8-K
and the corresponding press release are not offers to sell securities and are
not solicitations of offers to buy securities.
C. Letter of Intent to Acquire Cards & More
On September 7, 2000, Upgrade International Corporation ("Upgrade") executed a
letter of intent with Cards & More Plastikkartenvertrieb GmbH ("Cards & More"),
a private corporate group, pursuant to which Upgrade will acquire 60% of Cards &
More in a cash transaction. The acquisition is subject to the negotiation of a
definitive agreement and the receipt of any required regulatory or stockholder
approvals.
D. Reincorporation
Effective September 18, 2000, Upgrade changed its state of incorporation to the
state of Washington. Upgrade was previously a Florida corporation.
Item 7(c). Exhibits
Exhibit No. Description
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16.1 Letter of Comiskey & Co.
99.1 Statement Regarding Changes in Accountant
99.2 Press Release Regarding $5 Million Private Placement
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.
UPGRADE INTERNATIONAL CORPORATION
By: /s/ Daniel S. Bland 9/22/00
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Name: Daniel S. Bland (Date)
Title: President
EXHIBIT INDEX
Number Description Page No.
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16.1 Letter of Comiskey & Co.
99.1 Statement Regarding Changes in Accountant
99.2 Press Release Regarding $5 Million Private Placement