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): November 28, 2000
DYNAMIC ASSOCIATES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 33-55254-03 87-0473323
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
6617 N. Scottsdale Road, Suite 103
Scottsdale, Arizona 85253
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (480) 315-8600
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(Former name or former address, (Zip Code)
if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Dynamic Associates, Inc. (the "Company") has entered into an
Agreement and Plan of Merger (the "Agreement") with Tele-Lawyer,
Inc. ("Tele-Lawyer"), a Nevada Corporation. The Agreement calls
for the merger of Tele-Lawyer into the company on or before 15
days following the approval of the merger by the Company's
shareholders. The officers and directors of the Company
immediately following the merger will be the officers and
directors of Tele-Lawyer, until their successors have been duly
elected and qualified in accordance with the Company's Articles of
Incorporation and Bylaws. The merger calls for each of the Tele-
Lawyer shareholders to receive one share of Dynamic common stock
for each share of Tele-Lawyer common stock they hold. In
addition, each holder of an option or warrant to purchase Tele-Lawyer
common stock under its incentive stock option plan shall be entitled to
receive an option to purchase the same number of shares of Dynamic
stock under the same terms as provided in their option or warrant
agreement.
In brief, the Agreement is conditioned upon the following:
1. Dynamic shall have purchased or caused to be purchased on or
before December 15, 2000, 100,000 shares of Tele-Lawyer, Inc.
stock at a price of $3 per share.
2. The Agreement shall have been approved by the shareholders of
Dynamic.
3. The Original Tele-Lawyer Stockholders will have executed and
delivered such documents and performed such acts as reasonably
required to effectuate the Merger.
4. Each party shall have received from the other parties copies
of all resolutions and/or consent actions adopted by or on behalf
of the boards of directors and shareholders evidencing approval of
the Agreement.
5. No action or proceeding before a court or other governmental
body by any governmental agency or public authority shall have
been instituted or threatened to restrain or prohibit the
transactions contemplated under the Agreement.
6. All consents, authorizations, orders and approvals of (or
filings or registrations with) any governmental commission, board
or other regulatory body or any other third party (including
lenders and lessors) required in connection with the execution,
delivery and performance of the Agreement shall have been obtained
or made.
7. Dynamic shall have extinguished all of its outstanding debt,
including all existing notes, through a conversion to common stock
or otherwise.
8. Dynamic shall have settled any outstanding claims,
liabilities, actions or lawsuits to the satisfaction of Tele-
Lawyer.
9. Dynamic shall have enacted through its board of directors a
reverse split of its shares so as to have after conversion of its
debt to equity at the consummation of the merger no more than
250,000 shares of Common Stock outstanding.
10. Dynamic shall have extinguished all of its outstanding
warrants, options and any other rights to acquire any shares of
its Common Stock.
11. The board of directors of Dynamic shall have created an
incentive stock option plan consistent with the current Tele-
Lawyer plan in which the existing option holders of Tele-Lawyer
can be granted comparable rights to purchase common shares of
Dynamic following consummation of the Merger.
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12. Dynamic shall have voted to amend its articles of
incorporation to change its name to Tele-Lawyer, Inc. or such
other name as approved by Tele-Lawyer, and such name change shall
have become effective.
13. The parties shall each have raised at least $1,500,000
in capital through the sale of Tele-Lawyer common stock.
14. Tele-Lawyer shall have entered into a management agreement
with Dynamic to manage its business operations at no cost to
Dynamic during the period from the execution of the Agreement to
the Effective Time or termination date of the merger.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
By letter agreement with New Perspectives Health Management LLC
dated November 28, 2000, the Company agreed to terminate its
planned sale of the business assets of its subsidiary,
Perspectives Health Management Corp. A copy of this termination
agreement is attached as Exhibit 2.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
None
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The most recent financial information for the Company can be found
in its Form 10KSB filed on
April 17, 2000 and its third quarter 10QSB filed November 20,
2000. Such information is incorporated by reference herein.
The audited financial statements of Tele-Lawyer, Inc. are not
included in this report but shall be filed by amendment within the
next sixty (60) days.
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Exhibit Number Description
1. Agreement and Plan of Merger
2. Termination of Acquisition Agreement with New
Perspectives
ITEM 8. CHANGE IN FISCAL YEAR
None
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.
DYNAMIC ASSOCIATES, INC.
/s/ Jan Wallace
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Jan Wallace, CEO
Date: December 12, 2000
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