UNITED STATES
SECURITIES 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 23, 2002
HEALTH EXPRESS USA, INC.
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(Exact name of registrant as specified in its charter)
000-27569
File Number
FLORIDA 65-0574760
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1761 W. Hillsboro Blvd., Suite 203
Deerfield Beach, Florida 33442
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (954) 570-5900
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 23, 2002, the Company sold certain of its assets to
Richard A. Weitz ("Weitz") and his assignee, Roll-A-Round Real Roast Beef, Inc.,
a closely-held Florida corporation ("Roll-A-Round"). The assets purchased by
Weitz included equipment and supplies which the Company used at its restaurant
operation located 1538-A East Commercial Blvd., Fort Lauderdale Florida. The
purchase price was $120,000 cash paid by Weitz at closing, less credits for
repairs, taxes, broker commissions, attorney's fees and costs, and an escrow of
$12,500 of the purchase price for any outstanding sales taxes or other
liabilities for the 90 days following the closing of the transaction. The
balance of the escrow funds, if any, will be paid to the Company upon
termination of the escrow period. The purchase price was determined through
arms'-length negotiation between the Company and Weitz.
There was no relationship, material or otherwise, between the Company
or any of its affiliates, officers or directors, or any associate of any such
directors or officers and Weitz or Roll-A-Round.
The lease between the Company and the landlord which expires on January
31, 2004 was assigned to Roll-A-Round and the Company agreed to remain as a
personal guarantor on the lease until January 31, 2004.
ITEM 5. OTHER EVENTS
On August 23, 2002, the Company terminated Russ Lo Bello as its
President during the 120 day probationary period set by the Board of Directors.
The Board determined that Mr. Lo Bello's experience did not meet the Company's
needs. The Company has no current plans to hire a new person to fill the
position of President. Instead, Douglas Baker, the Company's Chief Executive
Officer and a director, will also serve as President for the foreseeable future.
On September 4, 2002, Bruno Sartori, the Company's Chief Financial
Officer, confirmed to the Board of Directors that as a result of the expiration
of his employment agreement on August 31, 2002, he would no longer be Chief
Financial Officer of the Company effective September 1, 2002. The Company is
currently seeking a new Chief Financial Officer and expects to fill the position
in the fourth quarter of the current fiscal year.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Pro Forma Financial Information per Regulation S-X Rule 11-01(a)(4)
99.2 Standard Asset Purchase Contract and Receipt dated July 19, 2002
99.3 Fourth Addendum to Standard Asset Purchase Contract and Receipt dated
September 23, 2002
99.4 Addendum to Fourth Addendum to Standard Asset Purchase Contract and
Receipt dated September 23, 2002
99.5 Agreement between Health Express USA, Inc. and Roll-A-Round Real Roast
Beef, Inc. dated September 23, 2002
99.6 Lease Amendment and Assignment Agreement dated September 18, 2002
99.7 Addendum to Lease Amendment and Assignment Agreement dated September
23, 2002
99.8 Escrow Agreement dated September 23, 2002
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Health Express USA, Inc.
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(Registrant)
Dated: October 8, 2002. By:/s/ Douglas Baker
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Douglas Baker, Chief Executive Officer
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EXHIBIT INDEX
99.1 Pro Forma Financial Information per Regulation S-X Rule 11-01(a)(4)
99.2 Standard Asset Purchase Contract and Receipt dated July 19, 2002
99.3 Fourth Addendum to Standard Asset Purchase Contract and Receipt dated
September 23, 2002
99.4 Addendum to Fourth Addendum to Standard Asset Purchase Contract and
Receipt dated September 23, 2002
99.5 Agreement between Health Express USA, Inc. and Roll-A-Round Real Roast
Beef, Inc. dated September 23, 2002
99.6 Lease Amendment and Assignment Agreement dated September 18, 2002
99.7 Addendum to Lease Amendment and Assignment Agreement dated September
23, 2002
99.8 Escrow Agreement dated September 23, 2002