(THIS SPACE LEFT INTENTIONALLY BLANK)
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: July 11, 2000
NEW HILARITY, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
001-03323 91-197860
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(Commission File Number) (IRS Employer Identification Number)
5102 S. MORRILL LANE, SPOKANE, WASHINGTON 99223
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(Address of Principal Executive Offices) (Zip Code)
(509) 448-5128
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(Registrant's Phone Number, Including Area Code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT NONE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 2000, New Hilarity Inc. (Electronic Bulletin Board: NHYM) announced
the signing of a letter of intent to acquire Orbit Canada Inc. for common stock.
The letter of intent calls for a reverse stock split share for share exchange
with Orbit Canada Inc. upon completion of the agreement there will be
approximately 13,600,000 shares of stock outstanding and warrants to purchase
approximately 4,000,000 shares at $.875.
Orbit Canada Inc., located in Toronto, Ontario, Canada, was established in 1999,
as a developer of next generation telecommunications services and is an operator
or wireless and terrestrial telecommunications transport systems utilizing
multi-channel wireless frequencies and fiber optic network, for the high-speed
delivery of digital voice, video and data transmission.
The statements contained herein, other than historical information, are or may
be deemed to be forward-looking statements and involve factors, risks and
uncertainties that may cause actual results in future periods to differ
materially from such statements. These factors, risks and uncertainties include
market acceptance and availability of new products; the non-binding and
nonexclusive nature of reseller agreements with manufacturers; rapid
technological changes affecting products; the impact of competitive products and
pricing, as well as completion from other resellers; possible delays in the
shipment of new products; and the availability of sufficient financial resources
to enable the Company to expand its operations.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
NONE
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
NONE
ITEM 5. OTHER EVENTS
NONE
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
NONE
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business required
N/A
(b) Pro forma financial statements
N/A
(c) Exhibits
(99) Letter of intent attached following signatures.
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.
NEW HILARITY, INC.
Date: July 11, 2000 By: /s/ Robert W. O'Brien
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Robert W. O'Brien
Secretary/Treasurer
LETTER OF INTENT
ENTERED INTO THIS 30th day of June, 2000, by and between NEW HILARITY, INC. a
Nevada Corporation, (hereinafter "New Hilarity"); and ORBIT CANADA, INC. a
Ontario Corporation, (hereinafter "Orbit Canada); and
WHEREAS, New Hilarity is an inactive public company traded on the OTC
Electronic Bulletin Board under the symbol NHYM. New Hilarity previously owned
fifteen unpatented lode-mining claims in the Coeur d' Alene Mining District of
Shoshone County, Idaho and 37 acres of contiguous timbered real estate near
Pinehurst, Idaho. As of March 31, 2000, these assets have been disposed of,
leaving New Hilarity with no liabilities and approximately $65,000 in assets,
consisting of cash; and
WHEREAS, Orbit Canada is a developer of next generation telecommunications
services and is an operator of wireless and terrestrial telecommunications
transport systems utilizing multi channel wireless frequencies and fiber optic
networks, for the high-speed delivery of digital voice, video and data
transmissions; and
WHEREAS, Orbit Canada has an interest to be acquired by New Hilarity; and
WHEREAS, New Hilarity wishes to acquire Orbit as a wholly owned subsidiary.
This Letter of Intent is intended to be binding and appropriate shareholder
approvals will be sought by shareholder resolution or otherwise and based on
representations made to date and will inure to assigns and beneficiaries. This
Letter of Intent reflects the intentions of the Parties which will be finalized
by the execution of a definitive AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") which will contain usual representations, warranties and covenants
to a transaction of this sort, including, among other things, the following
terms and conditions which are presently agreed to by the parties:
1. New Hilarity will acquire Orbit Canada for common shares of New Hilarity
in an amount equivalent to the total number of shares outstanding in Orbit
Canada on the date of Closing. The shares issued by New Hilarity will be
issuable at the post split rate. In addition, New Hilarity shall issue warrants
to the Orbit Canada warrant holders on a post split share for share equivalent
basis on the same terms as issued to the Orbit warrant holders. At this time,
Orbit has approximately 12,000,000 common shares and warrants to purchase
approximately 4,000,000 common shares at $0.875 per share.
2. New Hilarity is a corporation duly organized and validly existing under
the laws of the State of Nevada and has the corporate power to perform its
business as presently conducted and properly authorized to do business and is in
good standing in the states where such authorization is necessary. Furthermore,
New Hilarity has authorized capital stock consisting of 100,000,000 (one hundred
million) shares of common stock of $0.001 par value per share. New Hilarity
shall effectuate a reverse stock split of one for five shares of its issued and
outstanding common stock as of the Closing Date.
3. As of the date of this Letter of Intent, neither New Hilarity or Orbit
Canada nor their respective principal shareholders are parties to, or bound by,
any written or oral agreement which grants to any other person or entity, an
option, warrant or right of first refusal or any other right to acquire, at any
time or upon the happening of any stated event, shares of capital common stock
in New Hilarity or Orbit Canada, except for the previously disclosed warrants.
4. New Hilarity is in compliance with all material provisions and
requirements of any and all contracts, agreements, leases, and licensees to
which New Hilarity is a party and which are material to the conduct of the
business of the Company.
5. The Parties contemplate that the acquisition will be a stock for stock
transaction. It is the intention of the Parties hereto that all of the issued
and outstanding capital stock of Orbit Canada, or of a newly formed subsidiary
to which its assets will be transferred, shall be acquired by New Hilarity in
exchange solely for New Hilarity voting stock. The shares to be issued herein
to the owners of Orbit Canada (or to Orbit Canada, as the case may be) pursuant
to the Agreement shall be subject to the terms and conditions as outlined under
Securities and Exchange Commission rules and regulations under the Securities
Act of 1933, as amended, and in compliance with the provisions of Ontario
Securities Laws. It is the intention of the Parties hereto that this
transaction qualify as a tax-free reorganization under Section 368(a) (1) (B) of
the Internal Revenue Code of 1986, as amended, and related Sections thereunder.
The reorganization may also involve the incorporation of a Canadian subsidiary
of New Hilarity so that Canadian shareholders of Orbit Canada can have the
option to utilize the rollover provisions in Section 85 of the Income Tax Act
(Canada).
6. The current Officers and Directors of New Hilarity shall resign at
Closing. The nominees for the new Directors shall be designees of Orbit Canada
and/or its principal shareholders.
7. New Hilarity shall change its name to reflect its new business.
8. As required by law, the vote for approval of the definitive Agreement and
Plan of Reorganization contemplated by this Letter of Intent shall be approved
by a vote of the shareholders of at least a majority of the issued and
outstanding shares of New Hilarity.
9. At any time prior to the Closing Date, the Parties hereto may, by written
agreement, approved by their respective Boards of Directors, amend, modify or
waive compliance with any of the conditions, covenants or provisions of this
Letter of Intent.
10. As soon as practicable, the reorganized New Hilarity shall file with the
United States Securities and Exchange Commission all required Form 8K's and
14A's.
11. This Letter of Intent, the Agreement, and the legal relations between
the Parties hereto shall be governed and construed in accordance with the laws
of the State of Nevada and the Province of Ontario.
12. Representations & Warranties of Orbit Canada.
Orbit Canada and its principal shareholders will make usual representations and
warranties for a transaction of this sort, including:
(a) Orbit is without contingent and/or substantial liabilities that are not
reflected in the financial statements provided herein. As such contracts and/or
obligations are in the usual course of business, and no such contracts or
obligations are liens or other liabilities which, if disclosed, would alter
substantially the financial condition of the proposed acquisition herein. Orbit
Canada shall prepare financial statements, including a balance sheet, which
shall be attached hereto as soon as available as exhibit "A".
(b) There have not been, and prior to the Closing Date there will not be,
any material adverse changes in the financial position of Orbit Canada and/or
contracts and obligations, except changes arising in the ordinary course of
business.
(c) Orbit Canada is not involved in any pending litigation or governmental
investigation or proceeding not reflected in such financial statements or
otherwise disclosed in writing to New Hilarity and, to the knowledge of Orbit
Canada, or its holders, no litigation is pending or threatened against Orbit
Canada.
13. Representations & Warranties by New Hilarity.
New Hilarity and its principal shareholders will make representations and
warranties usual to a transaction of this sort, including:
(a) As of the Closing Date, the New Hilarity shares to be delivered to the
Stockholders will constitute valid and legally issued shares of New Hilarity,
fully paid and non-assessable, and will be legally equivalent in all respects,
subject to the rules and regulations of the Securities and Exchange Commission,
to the common stock of New Hilarity issued and outstanding as of the date
hereof.
(b) The Officers of New Hilarity are duly authorized to execute this Letter
of Intent pursuant to authorization of its Board of Directors.
(c) The financial statements of New Hilarity are true and complete
statements, as of that date, of its financial condition, and fairly present the
results of its operations for such period; there are no substantial liabilities,
either fixed or contingent, not reflected in such financial statements other
than contracts or obligations in the usual course of business; and no such
contracts or obligations in the usual of business are liens or other
liabilities, which if disclosed, would alter substantially the financial
condition of New Hilarity, as reflected in such financial statements.
(d) Since March 31, 2000, there have not been, and prior to the Closing Date
there will not be, any material adverse changes in the financial position of New
Hilarity, except changes arising in the ordinary course of business. These
financial statements as herein described are attached hereto as exhibit "B".
(e) New Hilarity is not involved in any pending litigation or governmental
investigation or proceeding not reflected in such financial statements or
otherwise disclosed in writing to the Stockholders.
14. As of the Closing Date, New Hilarity will be in good standing as a
Nevada corporation with total authorized capital consisting of One Hundred
Million common shares of $0.001 par value common stock.
15. The Parties hereby agree to keep confidential all proprietary
information. The Parties furthermore agree to keep confidential any and all
names, telephone and facsimile numbers or e-mail addresses, and any other
matters considered confidential arising from this Letter of Intent.
16. This Letter of Intent shall be followed by a formal plan of
reorganization, which shall reflect all manner, of the terms and conditions
contained herein.
17. This Letter of Intent may be signed in counterpart.
18. The Closing Date as contemplated herein shall be on or before July 31,
2000.
19. Time is of the essence.
IN WITNESS whereof, the Parties have executed this Letter of Intent in good
faith on the day and date first above written. The Parties will proceed to
attempt to negotiate the terms of the definitive Agreement. If they are unable
to do so and if a definitive Agreement has not been executed and delivered by
the Parties on or before July 31, 2000, this Letter of Intent shall be
terminated and of no further force and effect.
NEW HILARITY, INC. ORBIT CANADA, INC.
/s/ John R. Coghlan /s/ J. Gordon McMehen
John R. Coghlan J. Gordon McMehen
President President
/s/ Robert O'Brien /s/ Douglas C. Lloyd
Robert O'Brien Douglas C. Lloyd
Secretary Secretary