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
June 4, 2001
(Date of earliest event reported)
June 28, 2001
(Date of Report)
RETURN ASSURED INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-21679 13-3896069
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification Number)
organization)
1901 Avenue of the Stars, Suite 1710, Los Angeles, California 90067
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(Address of principal executive offices)(Zip Code)
888-884-8809
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, If Changed since Last Report.)
Item 2. Acquisition or Disposition of Assets
MERGER AGREEMENT
On June 4, 2001, Return Assured Incorporated (the "Company"), IBUI
Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary of
the Company, and Internet Business's International, Inc. ("IBUI"), a
publicly-traded Nevada corporation (OTCBB:IBUI), entered into an Agreement and
Plan of Merger and Share Exchange (the "Merger Agreement"). The Merger Agreement
provides, among other things, for IBUI Acquisition Corporation to be merged
with and into IBUI and for a share exchange between the shareholders of IBUI and
the Company. Pursuant to the Merger Agreement, each of the outstanding shares of
IBUI will be converted into the right to receive 0.14 shares of the Company's
common stock. In connection with the Merger transaction, the Company will
conduct a 1:6 reverse split of its common stock. Upon the completion of the
transactions contemplated in the Merger Agreement (the "Transactions"), IBUI
will become a wholly-owned subsidiary of the Company and the current
shareholders of IBUI will own approximately 90% of the Company. The merger, a
purchase transaction, will be accounted for as a reverse merger with IBUI as the
accounting acquiror.
The description of the Merger Agreement set forth herein does not
purport to be complete and is qualified in its entirety by the provisions of the
Merger Agreement, which was filed as Exhibit 10.1 to the Company's Amendment No.
1 to the Registration Statement on Form S-3 (File No. 333-62546), as filed with
the Securities and Exchange Commission on June 26, 2001, and is hereby
incorporated herein by reference. The press release relating to the execution of
the Merger Agreement is filed as Exhibit 99.1 hereto and is hereby incorporated
herein by reference.
Statements regarding the completion, timing or effect of the
Transactions, as well as any other statements that are not historical facts in
this Form 8-K, are forward-looking statements under applicable securities laws
and involve certain risks, uncertainties and assumptions. These include, but are
not limited to, the risks that the parties will not be able to satisfy one or
more of the closing conditions. Should one or more these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those indicated. There can be no assurance that the
parties will consummate the Transactions contemplated by the Merger Agreement.
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Item 7. Financial Statements and Exhibits
(a) The Unaudited Pro Forma Consolidated Financial Statements giving effect to
the merger of Company and IBUI were filed with the Company's Amendment No. 1 to
the Registration Statement on Form S-3 (File No. 333-62546), as filed with the
Securities and Exchange Commission on June 26, 2001, and are hereby incorporated
herein by reference.
(b) Exhibits.
10.1 Agreement and Plan of Merger and Share Exchange between Return
Assured Incorporated, Internet Business's International, Inc. and
IBUI Acquisition Corporation. *
99.1 Press Release dated June 5, 2001.
* Incorporated herein by reference to Exhibit 10.1 to Return Assured
Incorporated's Amendment No.1 to the Registration Statement on Form S-3 (File
No. 333-62546), as filed with the Securities and Exchange Commission on June 26,
2001.
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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.
RETURN ASSURED INCORPORATED
Date: June 28, 2001 By: /s/ MATTHEW SEBAL
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Matthew Sebal, President
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EXHIBIT INDEX
10.1 Agreement and Plan of Merger and Share Exchange between Return
Assured Incorporated, Internet Business's International, Inc. and
IBUI Acquisition Corporation. *
99.1 Press Release dated June 5, 2001
* Incorporated herein by reference to Exhibit 10.1 to Return Assured
Incorporated's Amendment No.1 to the Registration Statement on Form S-3 (File
No. 333-62546), as filed with the Securities and Exchange Commission on June 26,
2001.