U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Date of Report
(Date of earliest event reported):
May 11, 2001
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ENTERPRISES SOLUTIONS, INC.
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( Exact name of registrant as specified in its Charter)
Nevada 000-28195 88-0232148
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
140 Wood Road, Suite 200
Braintree, Massachusetts 02184
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 781-356-4387
FORM 8-K
ENTERPRISES SOLUTIONS, INC.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On April 23, 2001, the Company entered into an Agreement in Principle
with Delta Mutual, Inc. ("DMI"), and pursuant to that Agreement in Principle on
May 11, 2001, entered into the definitive Agreement of Sale (the "Agreement"),
pursuant to which DMI would acquire all of the assets of the Company (the
"Acquisition") in exchange for 10,583,000 shares of its Common Stock ("DMI
Common Stock"), or such number of shares as is equal to 1.2676 shares of DMI
Common Stock for each share (the "Exchange Ratio") of Common Stock of the
Company outstanding on the effective date of the acquisition ("Acquisition
Effective Date"). The Agreement provides that DMI would purchase substantially
all of the Company's assets, including its Intellectual Property (as defined in
the Agreement) and trade names, and would assume the Company's obligations under
the three leases to which the Company is a party and several executive
employment agreements. DMI would not assume any obligations under the Company's
employment agreement with John A. Solomon, and the Agreement provides that the
Board of Directors of the Company may enter into a settlement of that employment
agreement determined in good faith by the Board. Otherwise the Company may not
make any loans or advances to any employee, officer, director or Affiliate (as
defined in the Agreement). Under the Agreement, DMI would assume no other
liabilities of the Company, except that DMI would assume outstanding options and
warrants to purchase Common Stock of the Company, the holders of which options
and warrants would, upon the Acquisition Effective Date, be entitled to
purchase, in accordance with the terms of the particular option or warrant, such
number of shares of DMI Common Stock as is calculated by application of the
Exchange Ratio with respect to each share of Common Stock of the Company subject
to the option or warrant. Prior to the Acquisition Effective Date, DMI would not
issue additional shares of DMI Common Stock, except that, in connection with the
acquisition, DMI may issue up to an additional 11,000,000 shares of DMI Common
Stock to equity investors in DMI. The Company is not restricted as to issuances
of additional shares of its Common Stock.
The Agreement is conditioned on effectiveness of the registration
statement required to be filed with the Securities and Exchange Commission for
the Acquisition, approval of the sale of substantially all of the assets of the
Company as a part of the Acquisition transaction by the stockholders of the
Company and on the approval by the stockholders of DMI of a recapitalization of
DMI so that, following such recapitalization, DMI has an authorized
capitalization of 100,000,000 shares of common stock and 5,000,000 shares of
preferred stock. DMI has also agreed to change its name to Internet High
Assurance Corporation, or such other name as is mutually agreeable to DMI and
the Company. The obligations of the Company under the Agreement are subject to
DMI's maintaining its OTC Bulletin Board listing for the DMI Common Stock
through the Acquisition Effective Date.
The Agreement provides for an escrow of .2676 shares (the "Escrowed
Shares") of the 1.2676 shares of DMI Common Stock issuable with respect to each
share of Common Stock of the Company outstanding on the Acquisition Effective
Date for a period of 90 days following the Acquisition Effective Date to satisfy
liabilities of the Company not previously paid. Any of the Escrowed Shares not
utilized so to satisfy liabilities of the Company would be distributed to
stockholders of the Company following such 90 day period.
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It is intended that the Acquisition would qualify as a tax-free
reorganization under the Internal Revenue Code of 1986, as amended.
DMI is a Delaware corporation, whose Common Stock is traded on the OTC
Bulletin Board under the trading symbol DLTM. Reference is hereby made to the
filings made by DMI under the Securities Exchange Act of 1934 for information
concerning DMI. Effective April 23, 2001, the controlling shareholding position
of DMI, consisting of 450,000 of the 557,000 shares outstanding, was purchased
from DMI's two controlling shareholders by Kelcon, Inc., a recently formed
Delaware corporation ("Kelcon"), for $450,000. Kelcon is owned by Kenneth A.
Martin, a principal in the Washington, D.C. law firm, Martin & Adams, PLLC,
which firm has from time to time rendered legal services to the Company, and by
an overseas investor, who has previously invested in the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.20 Agreement of Sale, dated as of May 11, 2001, between Delta
Mutual, Inc. and Enterprises Solutions, Inc.
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 the
undersigned hereunto duly authorized.
Dated: May 22, 2001
Enterprises Solutions, Inc.
By: /s/ John A. Solomon
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John A. Solomon,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.20 Agreement of Sale, dated as of May 11, 2001, between Delta Mutual,
Inc. and Enterprises Solutions, Inc.
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