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): August 2, 2002
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SNELLING TRAVEL, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-26461 58-2368425
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4636 Village Drive
Fernandina, FL 32034
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (904) 261-7711
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(Former name or former address, if changed since last report): NA
ITEM 5. OTHER EVENTS.
On August 2, 2002, Snelling Travel, Inc. ("SNELLING ") announced that it
had entered into an Agreement and Plan of Reorganization, dated August 2, 2002
(the "Reorganization Agreement") which sets forth the terms and conditions of a
proposed business combination of SNELLING and Global Vision, Inc. a California
corporation ("GLOBAL"). Pursuant to the Reorganization Agreement, GLOBAL'S
shareholders will exchange 100% of the outstanding shares of GLOBAL for
26,000,000 newly issued, post reverse shares of SNELLING . GLOBAL will, as a
result, become a wholly-owned subsidiary of SNELLING .
Global was formed in January 1999 as a California corporation.
Global-Vision is a "3rd generation" Internet technology company with two
software systems that can help companies doing businesses over the Internet with
its two software products:
o Silverado Intelligent Web Site Development System
o EBPP (Electronic Bill Presentment and Payment) system.
The 3rd generation features integrated Internet systems that enable more
effective line-of-business applications. Building 3rd-generation Internet
systems will demand integration with existing operations and processes of
business units. In the coming years, most companies will integrate their
Internet presence with their mission-critical line-of-business processes.
Creating these applications will be the most difficult challenge Internet
developers have yet to face.
It is presently anticipated that upon consummation of the Reorganization,
Rollins C. Snelling, Jr. the Chairman Board of Directors of the Company, will
resign and that Jack Chang will be appointed Chairman of the Board of Directors
of the Company. Therefore, it is presently anticipated that within twenty (20)
days after the date this Information Statement is first mailed to the Company's
stockholders, the Board of Directors of the Company will consist of Jack Chang
and Gregory Simonds.
At the Effective Time of the Reorganization (as defined in the
Reorganization Agreement), all shares of GLOBAL common stock, par value $0.001
per share (the "GLOBAL Common Stock") shall collectively be converted into that
number of post reverse shares of common stock, $.001 par value per share, of
SNELLING (the "SNELLING Common Stock") as shall, in the aggregate, be equal to
98% of the fully-diluted equity capitalization of SNELLING (subject to
adjustment) (the" Initial SNELLING Reorganization Stock"). At the Effective Time
of the Reorganization, SNELLING will issue a total of 26 million shares of
Initial SNELLING Reorganization Stock to the stockholders of GLOBAL, at which
time an aggregate of 26,442,250 million shares of Fully-Diluted SNELLING Stock
will be issued and outstanding.
Consummation of the Reorganization is subject to various conditions,
including the approval by the GLOBAL stockholders, the receipt of required
regulatory approvals, and the completion of due diligence. A copy of the
Reorganization Agreement is attached hereto as Exhibit 2.1.
There can be no assurance that the Reorganization (or any of the
transactions contemplated thereby) will be consummated or, if consummated, as to
the timing thereof.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND Exhibits.
(a): Not Applicable
(b): Not Applicable
(c): Exhibits:
2.1 Agreement and Plan of Reorganization dated August 2, 2002, among
SNELLING Travel, Inc., Global Vision, Inc. and certain
stockholders of Global Vision, Inc.
SIGNATURE
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Pursuant to the requirements of Section 13 or 15(a) 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.
SNELLING TRAVEL, INC.
Date: August 2, 2002 By: /s/ Rollins C. Snelling, Jr.
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Rollins C. Snelling, Jr., President