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: November 3, 2000
(Date of earliest event reported)
BRIGHTON TECHNOLOGIES CORPORATION
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Exact name of registrant as specified in its charter
Delaware 0-24903 87-0460452
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State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
519 SW Third Avenue, Suite 805, Portland, Oregon 97204
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(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 893-8894
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6 Pearl Court, Allendale, New Jersey 07401
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(Former name or former address if changed since last report)
Item 1. CHANGES IN CONTROL OF REGISTRANT
On November 3, 2000, Brighton Technologies Corporation ("Brighton")
entered into a Securities Exchange Agreement with the shareholders of Seedling
Technology Ventures, Inc. ("Seedling") to acquire all of the issued and
outstanding shares of Seedling. In connection with the transaction, Brighton
issued an aggregate of 37,439,025 shares to the shareholders of Seedling. The
transaction was completed on February 20, 2001 with the issuance of the above
mentioned shares. As a result of the transaction, the Seedling shareholders own
approximately 78.1% of the outstanding common stock of Brighton.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 20, 2001 Brighton completed the acquisition of Seedling.
Brighton issued an aggregate of 37,439,025 shares representing approximately
78.1% of the issued and outstanding shares of common stock of Brighton.
Seedling is a corporation organized under the laws of the State of
Oregon. Seedling is an Internet holding company actively engaged in e-commerce
through its partner companies, participating in the conception and ongoing
nurturing of development state Internet businesses.
Item 5. OTHER EVENTS
We have changed our name, pending shareholder notice, from "Brighton
Technologies Corporation" to "Seedling Technologies Corporation." The name
change will become effective ten (10) days after notice has been sent to our
shareholders. In connection with the name change, our common stock symbol has
changed from "BGHT" to "SEED."
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On November 3, 2000, in connection with the execution of the Securities
Exchange Agreement, the following board member resigned their positions
effective on that date:
Hong Yun
Nils Ollquist
Michael Muldavin
Kit Kung
Simultaneously, the following individuals were appointed as Brighton's
officers and directors:
Douglas B. Spink - Chairman and Chief Executive Officer
Paul R. Peterson - Director and President
Douglas B. Spink, Chief Executive Officer: Mr. Spink is the founder of
Seedling Technology Ventures, Incorporated. In addition to day-to-day executive
responsibilities, he has authority for all corporate financing and acquisitions.
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Prior to founding Seedling, Mr. Spink has had extensive experience with early
stage Internet and technology companies. In 1998 Mr. Spink founded Strategicus
Partners, Inc., a technology consultancy and e-commerce business incubator. That
company was acquired by The Stonepath Group, Inc. (f/k/a Net Value Holdings) in
mid-1999, at which point Mr. Spink joined the board of directors and became that
company's Chief Technical Offer. Mr. Spink resigned his positions with Stonepath
in January 2000. During the past five years Mr. Spink has invested in,
co-founded, or served as an advisor to several e-commerce companies, including
webmodal.com (co-founder and board member), assetexchange.com (investor),
Bidland.com (advisor) and matacat.com (founder, investor and board member).
Prior to Stategicus, Mr. Spink founded and served as CEO of athletica.com and
Timberline Direct, a sports nutritional portal and direct marketing company,
respectively. He sold both of these companies to a large Northwest retailer in
1998. Mr. Spink was formerly a consultant with the Boston Consulting Group and
an analyst at Leo Burnett & Co., where he consulted in marketing with Fortune
100 companies.
Mr. Spink earned his MBA in marketing from the University of Chicago,
his BA in cultural anthropology from Reed College and is currently studying for
his Ph.D. in Systems Science at Portland State University, with a research focus
on quantitative theories of consciousness. Mr. Spink is also the owner of
Timberline Farms LLC, an importer and breeder of Grand Prix showjumping
Holsteiner horses.
Paul R. Peterson, President and Director: Mr. Peterson is responsible
for all aspects of the company's operations. Mr. Peterson joined Seedling
Technology Ventures Incorporated in January 2000. From February 1998 until
January 2000 Mr. Peterson was Vice President at Discover Mortgage Bank, where he
managed cross-collateral lending on securities and real estate. From January
1996 through January 1998 Mr. Peterson was the President of Investors Network
Corporation, a Honolulu-based venture capital firm. From June 1994 to December
1995, Mr. Peterson was Vice President, Corporate Finance of Wall Street
Financial, an investment banking firm and investment holding company.
Mr. Peterson has a masters degree in International Business Management
from Kansai University of Foreign Studies in Osaka, Japan. Mr. Peterson received
undergraduate degrees from the University of Minnesota and St. Thomas College in
Foreign Languages, Linguistics and International Business and Economics,
respectively.
Each member of New Management has been nominated to serve in such
position until the next annual meeting of shareholders and until their
successors have been duly elected and shall have qualified.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The financial statement of Seedling and the pro forma
financial information regarding the combined entity will be
filed within 60 days from the date of this filing.
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(b) Exhibits
99.1 Securities Exchange Agreement
99.2 Resignation of Hong Yun
99.3 Resignation of Kit Kung
99.4 Resignation of Nils Ollquist
99.5 Resignation of Michael Muldavin
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRIGHTON TECHNOLOGIES CORPORATION
By: /s/ Douglas B. Spink
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Douglas B. Spink, CEO
Dated: March 1, 2001
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