<Page>
UNITED STATES
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 Event Requiring Report: June 12, 2001
LEGAL ACCESS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-19457 87-0473323
- ------ --------- ----------
(State of Incorporation) (Commission (IRS Employer
File Number) Identification #)
2300 West Sahara Avenue, Suite 500, Las Vegas, NV 89102
-------------------------------------------------------
(Address of Principal Executive Offices)
(702) 949-6115
----------------------------------------
(Registrant's telephone number, including area code)
<Page>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to the terms and conditions of our merger agreement with
Tele-Lawyer, Inc. (the "Agreement") immediately following the
execution of the Agreement on June 12, 2001, Jan Wallace and
Grace Sim each resigned their positions as officers and directors
and the following officers and directors of Tele-Lawyer were
appointed as our new officers and directors in the positions
shown below:
Name Age Position Appointment
- ---- --- --------------------
Michael Cane 46 CEO, President, Secretary and Director
Elliot Schear 49 Vice President and Director
Steven Fellows 32 Treasurer and Chief Financial Officer
See Item 2 below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 12, 2001, we consummated a "merger agreement" in which we
acquired all of the shares of Tele-Lawyer, Inc., a Nevada
Corporation, resulting in Tele-Lawyer becoming our wholly owned
subsidiary. The Agreement called for each of the Tele-Lawyer
shareholders to receive one share of our common stock for each
share of Tele-Lawyer common stock they held. In addition, each
holder of an option or warrant to purchase Tele-Lawyer common
stock under its incentive stock option plan was entitled to
receive an option to purchase the same number of shares of our
common stock under the same terms as provided in their option or
warrant agreement. Articles of Exchange to record this
transaction were filed with the Nevada Secretary of State on June
12, 2001.
As of June 12, 2001, Tele-Lawyer had issued options to purchase
285,000 common shares at $1 per share and options to purchase an
additional 441,231 common shares at $3 per share. In addition,
Tele-Lawyer had issued warrants to purchase 458,880 common shares
at $3 per share.
In addition, as part of the Agreement:
1. Reduction in Debt. We converted over 97% of our outstanding
note holder debt into common stock. Each of the note holder's,
with the exception of one note holder, agreed to convert their
debt obligation into common stock at a rate of $0.15 of debt
for each share of common stock.
2. Reverse Split of Stock. We conducted a reverse split of our
common stock prior to consummation of the Agreement at a rate
of 1 share of new common stock for every 153 shares of issued
stock, effectively reducing our issued and outstanding common
stock (before issuance of shares to the Tele-Lawyer
shareholders) to approximately 490,096 shares (after
adjustments). No fractional shares were issued. Shareholders
received one additional share for any fractional shares
resulting from the reverse split. Shareholders with less than
153 shares were paid the value of their shares based on the
closing price for our common stock on April 30, 2001, the
record date for the
2
<Page>
determination of the shareholder's right to
vote at the annual meeting. The closing price on that date was
$0.01 per share. We thus reduced our issued and outstanding
shares from 74,966,435 to 490,096, or over 99%, prior to
consummation of the Agreement.
3. Issuance of Common Stock to Tele-Lawyer Shareholders. By
operation of the Agreement, Tele-Lawyer shareholders received
approximately 5,354,997 of our common shares in exchange for
all the common stock of Tele-Lawyer. We thus had 5,845,093
shares of common stock outstanding following the acquisition of
Tele-Lawyer, or a reduction of over 92% based on the pre-stock
split number of shares.
4. Name Change. We changed our name from Dynamic Associates, Inc.
to "Legal Access Technologies, Inc." as recommended by Tele-
Lawyer and consistent with the Second Amendment to the Merger
Agreement. This was done through an amendment to our articles
of incorporation, which was approved by our shareholders on
June 11, 2001, and filed with the Nevada Secretary of State on
June 12, 2001.
5. Agreement in Settlement of Debt. On June 13, 2001, we agreed to
settle our debt obligations to our former officers and
directors Grace Sim and Jan Wallace by issuing them the
following number of shares:
No. Of Shares
-------------
Grace Sim 45,264
Jan Wallace 80,875
Grace Sim and Jan Wallace, in consideration for receiving the
shares, agreed to release us from any and all obligation on this
debt.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Jan Wallace and Grace Sim each submitted their resignations as
our officers and directors on June 12, 2001.
3
<Page>
ITEM 7. FINANCIAL STATEMENTS
(a) Financial statements of businesses acquired.
We will file financial statements of Tele-Lawyer, Inc. by an
amendment to this Report on Form 8-K.
(b) Pro Forma Financial Information.
We will file pro forma information showing the effect of the
share exchange by an amendment to this Report on Form 8-K.
(c) Exhibits.
Exhibit 10.1: Agreement and Plan of Merger (1)
Exhibit 10.2: First Amendment to Merger Agreement (1)
Exhibit 10.3: Second Amendment to Merger Agreement (1)
Exhibit 10.4: Third Amendment to Merger Agreement (1)
Exhibit 10.5: Agreement in Settlement of Debt
- ---------------------
(1) Previously filed as an exhibit to our Proxy Statement on
Schedule DEFR 14A filed on May 30, 2001 and incorporated herein
by reference.
ITEM 8. CHANGE IN FISCAL YEAR
We have decided to adopt Tele-Lawyer's fiscal year end of April
30 as the accounting acquirer under the Agreement. Our previous
fiscal year end was December 31.
4
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report on Form
8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
LEGAL ACCESS TECHNOLOGIES, INC.
By: /s/ Michael A. Cane
Date: August 13, 2001 _______________________
MICHAEL A. CANE
President, Secretary & Director
5