SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 31, 2001
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SHOCHET HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-15733 59-2651232
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
433 Plaza Real, Suite 245, Boca Raton, Florida 33432
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 362-9300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On August 31, 2001, Shochet Holding Corp. (the "Company") and Shochet
Securities, Inc., the Company's wholly owned subsidiary ("Shochet" and, together
with the Company, the "Shochet Parties"), consummated the transactions
contemplated by an agreement ("Agreement"), dated August 1, 2001, and
supplemented and amended on August 31, 2001, by and among the Company and
Shochet, on the one hand, and BlueStone Capital Corp. ("BlueStone") and
HealthStar Corp. ("HealthStar") on the other hand.
Pursuant to the Agreement, at the closing, Shochet sold and transferred
to BlueStone the substantial majority of its securities brokerage accounts,
registered representatives and employees and other tangible and intangible
assets. Included in the transferred assets are all rights owned by the Shochet
Parties in the "Shochet" name and related URLs, trademarks and other
intellectual property. In addition, Shochet has the right, subject to
appropriate receipt of necessary consents, to assign and/or sublet any and all
leased properties currently utilized by Shochet to BlueStone.
In consideration for the transfer of these assets:
o Shochet will receive a cash fee equal to 8% of the gross
revenues actually generated and collected by BlueStone from
the transferred accounts); and
o Shochet received 100,000 restricted shares of the common stock
of HealthStar; and
o BlueStone assumed and fully paid at the closing of the
transaction Shochet's obligations with respect to a $500,000
principal amount subordinated note due in August 2001 issued
by Shochet to Firebrand Financial Group, Inc., an affiliated
party ("Firebrand").
In connection with the transaction, the Shochet Parties entered into an
Inter-Company Services Agreement ("Services Agreement") with Firebrand, dated as
of August 1, 2001. Under the Services Agreement:
o Firebrand provided services to the Shochet Parties in
connection with the negotiation and consummation of the
Agreement;
o Firebrand will assist Shochet in the subsequent wind-down of
its operations for a period not to exceed three-months from
the date of the closing of the transaction;
o Firebrand will provide the Shochet Parties with use of office
space and other administrative and back-office services.
Under the Services Agreement, the Shochet Parties (a) paid Firebrand
$75,000 upon the consummation of the transaction and (b) will pay Firebrand a
monthly fee of $20,000 for the wind-down services. Once the wind-down period has
ended, the Shochet Parties and Firebrand will negotiate an appropriate monthly
fee if services are needed thereafter.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(b) Pro Forma Financial Information*
(c) Exhibits
Exhibit
Number Description
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10.1 Agreement, dated as of August 1, 2001, among Shochet Holding Corp.,
Shochet Securities, Inc., BlueStone Capital Corp. and HealthStar Corp.
10.2 Supplement and Amendment to the Agreement, dated August 31, 2001.
10.3 Form of Inter-Company Services Agreement, dated as of August 1, 2001,
by and among Shochet Holding Corp., Shochet Securities, Inc. and
Firebrand Financial Group, Inc.
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* Pro forma financial statements as required pursuant to Article 11 of
Regulation S-X shall be filed by amendment not later than 60 days after
the date that the initial report on Form 8-K must be filed.
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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.
Dated: September 14, 2001 SHOCHET HOLDING CORP.
/s/ Arnold Roseman
By: _________________________________
Arnold Roseman
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 Agreement, dated as of August 1, 2001, among Shochet Holding Corp.,
Shochet Securities, Inc., BlueStone Capital Corp. and HealthStar Corp.
10.2 Supplement and Amendment to the Agreement, dated August 31, 2001.
10.3 Form of Inter-Company Services Agreement, dated as of August 1, 2001,
by and among Shochet Holding Corp., Shochet Securities, Inc. and
Firebrand Financial Group, Inc.