SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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) April 22, 2004
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pacific Technology, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-33487 33-0954381
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
26586 Guadiana, Mission Viejo, California 92691
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (866)571-6198
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(Former name, if changed since last report)
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(Former name or former address, if changed since last report)
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(Registrant's Former Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On April 22, 2004, the Registrant signed a Share Exchange Agreement with
Iempower, Inc. ("IEM"), a privately held originator of student loans doing
business as MyRichUncle whereby the registrant agreed to acquire all the
outstanding capital stock of IEM.
Promptly after the closing of the transaction contemplated by the Share Exchange
Agreement, the Registrant will change its name to MyRichUncle and adopt the
MyRichUncle business plan. In addition to conditions to closing customary to
such a transaction, the closing of the transaction contemplated by the Share
Exchange Agreement is subject to the Registrant receiving executed subscription
agreements for the sale of at least 2,500,000 Units consisting of one share of
the Registrant's Common Stock and one three year callable warrant for each five
and three tenths (5.3) Units to purchase one share of the Registrant's common
stock at $2.00 a share. (the "Offering") The Offering is conditioned upon the
receipt of a minimum of $4,000,000 of gross proceeds to the Registrant. (the
"Minimum Proceeds") The Offering will be conducted pursuant to the provisions of
Section 4(2) of the Securities Act of 1933, as amended and Rule 506 of
Regulation D promulgated by the Securities and Exchange Commission thereunder.
Accordingly, the Units will not registered and will be offered and sold only to
investors who are "accredited investors" within the meaning of Regulation D.
Promptly after receiving subscriptions for the Minimum Proceeds, the Registrant
will file with the Securities and Exchange Commission an Information Statement
on Form 14(c) of the Securities Exchange Act of 1934 notifying those
stockholders of record entitled to vote that the Registrant's controlling
stockholders have approved the Share Exchange and the assumption of IEM's
assets, liabilities and operations, as well as the name change from Pacific
Technology to IEM.
In connection with the Closing of the transaction contemplated by the Share
Exchange Agreement:
o The Registrant will issue 9,000,000 shares of its restricted Common
Stock, to the security holders of IEM in exchange for 100% of the
issued and outstanding shares of capital stock of IEM. After the
closing of the transactions contemplated by the Share Exchange
Agreement and assuming the sale of 2,650,000 Units in the Offering, but
not giving effect to the exercise of any of the warrants offered in
connection with the Units, the existing IEM stockholders will own
59.02% of the issued and outstanding shares of capital stock of the
Registrant.
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o The Registrant shall acquire 9,325,000 shares of its common stock held
by certain officers, directors, and principal shareholders of the
Registrant: Stanley McCrosky, Roderick Cabahug, Michelle Mirrotto and
Ryan Neely, ("Pacific Technology Management") in exchange for the all
of the Corporation's 2,010,000 shares of Pacific Technology, Inc., a
Nevada corporation and the Registrant's sole operating subsidiary (the
"Subsidiary Exchange"). The effect of the Subsidiary Exchange will be
to transfer the entire capital stock of the Registrant's subsidiary to
Pacific Technology Management. Simultaneously with the closing of the
Subsidiary Exchange, the Registrant intends to cancel the 9,325,000
shares of Common Stock acquired from Pacific Technology Management and
return such shares to the Registrant's treasury.
o The current stockholders of the Registrant will own 3,600,000 shares of
the Registrant's currently outstanding Common Stock. After the closing
of the Offering, but not giving effect to the exercise of any of the
Warrants offered in connection with the Units, the existing Registrant
stockholders will own 23.61% of the issued and outstanding shares of
capital stock of the Registrant.
o The investors purchasing Units in the Offering will own 2,650,000
shares of the Registrant's newly issued Common Stock. After the closing
of the Offering, but not giving effect to the exercise of any of the
Warrants or the exercise of any options or warrants granted to
Registrant employees, the investors purchasing Units in the Offering
will own 17.38% of the issued and outstanding shares of capital stock
of the Registrant.
The Registrant believes that this transaction is in the best interest
of the registrant. However, there is no guarantee that the Registrant will be
able to consummate the transaction with IEM or the related transactions, or
that, if consummated, such transactions will increase the value of its common
stock. The Registrant intends to continue its business of distributing and
selling optical storage items, such as CD-R and DVD-R products and accessories,
until such time as the transactions are consummated.
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, thereunto duly authorized.
Pacific Technology, Inc.
April 27, 2004 By: /s/ Roderick Cabahug
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Roderick Cabahug, President
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