U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 29, 2001
INVESTAMERICA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 0-28303 87-0400797
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(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
1776 Park Avenue, #4, Park City, Utah 84060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 435-615-8801
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Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISTION OR DISPOSITON OF ASSETS.
On July 7, 2000, InvestAmerica, Inc. ("the Company" or "InvestAmerica")
consummated the acquisition of Zed Data Systems Corp. ("Zed") pursuant to
the terms of (i) a Share Exchange Agreement (the "Exchange Agreement") among
the Company, Zed and one shareholder of Zed and (ii) a Share Purchase
Agreement (the "Purchase Agreement") among the Company, Zed and the remaining
shareholders of Zed. All of the issued and outstanding shares of Zed were
owned directly or indirectly by Douglas Smith, who was President and a
director of the Company at the time of the Zed acquisition. Mr. Smith is
the President and a founder of Zed.
Under the terms of the Exchange Agreement, Smith Shelf Company Limited,
a corporation solely owned by Mr. Smith, the holder of approximately 23% of
the issued and outstanding shares of Zed Common Stock, exchanged its Zed
shares for 50,000 Preferred Shares of Zed. The Zed Preferred Shares are
exchangeable for an aggregate of 50,000 shares of Series B Preferred Stock
of the Company ("Series B Preferred Stock"). Each share of Series B
Preferred Stock, upon issuance, will be convertible into 300 shares of Common
Stock of the Company. Therefore, an aggregate of 15,000,000 shares of Common
Stock will be issuable upon the conversion of all of the Series B Preferred
Stock. In addition, each share of Series B Preferred Stock will have 300
votes (an aggregate of 15,000,000 votes for all of the outstanding Series B
Preferred Stock), voting together with the holders of Common Stock and
Series A Preferred Stock of the Company as a single class. Based upon the
31,017,622 shares of Common Stock currently issued and outstanding as of
July 7, 2000, and giving effect to the conversion of all of the Company's
outstanding Series A Preferred Stock into 83,250,000 shares of Common
Stock, the holders of Series B Preferred Stock would own approximately
11.6% of the Company's outstanding Common Stock upon conversion of the
Series B Preferred Stock (without giving effect to any currently outstanding
options and warrants of the Company).
Under the terms of the Purchase Agreement, the Company acquired all of
the remaining issued and outstanding shares of Zed in consideration for a
$5,000,000 promissory note of the Company. The note bears interest at the
rate of 12% per annum and was payable in 6 equal monthly installments of
$715,000 commencing July 31, 2000 followed by one final installment of
$710,000 on January 31, 2001. The note is secured by a pledge of the
shares of Zed Common Stock acquired by the Company and a security interest
in all of the assets of the Company. As at June 28, 2001, no installments
have been paid due to the Company's current financial position. With the
exception of $100,000, the holders of the note have agreed to an extension
with scheduled monthly installments to commence July 31, 2001. The final
installment on January 31, 2002 is reduced to $610,000 reflecting the
amount of $100,000 which is now due and payable.
The Company intends to use proceeds from a private offering of equity
or debt to pay the note.
As of July 7, 2000, the Company had 50,000,000 shares of Common Stock
authorized for issuance of which 31,017,622 shares were issued and
outstanding. Based on the number of shares of Common Stock that are issuable
upon conversion of the Series A Preferred Stock and Series B Preferred Stock,
the Company did not have a sufficient number of authorized common shares
available. The Board of Directors of the Company approved an amendment to
the Company's Articles of Incorporation to increase the number of authorized
common shares from 50,000,000 to 200,000,000, and such amendment was approved
by the stockholders of the Company at a Special Meeting of Shareholders held
on October 27, 2000. The amendment to the Company's Articles of
Incorporation was filed on November 29, 2000, and accordingly as at December
15, 2000, the Company has an authorized share capital of 200,000,000 common
stock.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
On July 24, 2000, InvestAmerica filed a Current Report on Form 8-K to
report the acquisition of Zed. Subsequent Amendments were filed on Form
8-K/A on September 25, 2000 and September 27, 2000 to add the audited
financial statements of the business acquired and unaudited pro forma
combined statements as required by Item 7. In these filings, the acquisition
of Zed was accounted for and presented as a pooling of interests.
Subsequently, it has been determined that this acquisition should have been
accounted for as a purchase under the purchase method of accounting. This
Amendment corrects the presentation of the unaudited pro forma combined
statements to reflect the acquisition of Zed as a purchase and accounted
for under the purchase method of accounting. In addition, this Amendment,
for the purpose of calculating such pro forma information, reflects financial
statements for InvestAmerica that record the reverse acquisition accounting
for its March 15, 2000 business combination with Optica Communications
International Inc. ("Optica"), with InvestAmerica being a continuation of
Optica thereafter.
EXHIBITS
1.1* Share Exchange Agreement, among the Company, Zed and Smith Shelf
Company Limited.
1.2* Share Purchase Agreement, among the Company, Zed and the
shareholders of Zed named therein.
1.3* Form of Promissory Note of the Company.
1.4* Certificate of Designation of Series B Preferred Stock of the Company.
1.5** Zed audited consolidated balance sheets, consolidated statements of
operations, shareholders' equity and cash flows.
1.6*** InvestAmerica and Zed unaudited pro forma combined financial
statements.
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* filed by Form 8-K on July 24, 2000
** filed by Form 8-K/A on September 27, 2001
*** filed herewith
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 thereunto duly authorized.
INVESTAMERICA, INC.
By: /s/ Brian Heard
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Brian Heard , President
Dated: June 29, 2001
By: /s/ Brian Kitts
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Brian Kitts, Secretary
Date: June 29, 2001