SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
TECHNOLOGY ACQUISITION CORPORATION
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(Exact Name of Registrant as specified in its Charter.)
State of Nevada 870299034
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State or Other Jurisdiction (IRS Employer
of Incorporation or Organization Identification No.)
2807 Allen Street, Suite 713, Dallas, Texas 75204
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number: (214) 948-2990
Item 1. Changes in Control of Registrant
On May 20 and 21, 2004, Technology Acquisition Corporation, a Nevada
corporation (the "Corporation"), effected a change in control. On May 20,
2004, (a) Wilhelm H. Liesner ("WL"), the Corporation's largest stockholder, who
owned 1,140,000 shares of the 2,010,900 shares of Common Stock of the
Corporation which are issued and outstanding (the only class of stock for which
the Corporation has issued shares), (b) Kae Velmeden ("KV") who owned 180,000
shares of Common Stock of the Corporation, and (c) W. Markus Liesner ("ML")(WL,
KV and ML collectively, the "Sellers") who owned 180,000 shares of the
Corporation, collectively sold 1,500,000 of these shares in a private sale to
the buyers (the "Buyers") identified in that certain Securities Purchase
Agreement (the "Securities Purchase Agreement") dated May 20, 2004 which is
filed as an exhibit to this Report and is incorporated herein by this reference.
Under the terms of the Assignment and Assumption Agreement dated May 20, 2004
attached as Exhibit A to the Securities Purchase Agreement, which is filed as an
exhibit to this Report and is incorporated herein by this reference, WL also
sold a promissory note in the original principal amount of $75,000 (the "Note")
executed by the Corporation in favor of WL to International Capital Advisory,
Inc., Eric McAfee and Laird Cagan (collectively, the "Assignees"). The Buyers
and the Assignees paid $10,000 in cash to the Sellers.
On May 21, 2004, the Board of Directors of the Corporation (the "Board"),
acting pursuant to Nevada law and the articles of incorporation and bylaws of
the Corporation, gave unanimous written consent (the "Consent"), without a
meeting, to the issuance of 100,000 shares of Common Stock to the Tobin Family
Trust in consideration of $4,000, 37,500 shares of Common Stock to Eric McAfee
in consideration of $1,500, 37,500 shares of Common Stock to Laird Cagan in
consideration of $1,500, 10,000 shares of Common Stock to John Pimentel in
consideration of $400, and 10,000 shares of Common Stock Thomas Caleel in
consideration of $400. Under the Consent, the Board authorized the conversion
and retirement of the Note in exchange for the issuance of 745,000 shares of
Common Stock to the Tobin Family Trust, 565,000 shares of Common Stock to Eric
McAfee, and 565,000 shares of Common Stock to Laird Cagan, and issued (x)
400,000 shares of Common Stock to Liviakis Financial Communications, Inc.
("LFCI"), (y) 250,000 shares of Common Stock to Cagan McAfee Capital Partners,
LLC ("CMCP"), and (z) 250,000 shares of Common Stock to International Capital
Advisory, Inc. ("ICA"), in consideration for services rendered under advisory
agreements.
Set forth below is graphic description of the percentage of voting
securities of the registrant now beneficially owned directly or indirectly by
the person(s) who acquired control.
VOTING SECURITIES OWNED BY CONTROL PERSONS
Name Common Shares Percentage
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Tobin Family Trust 845,000 17%
Laird Q. Cagan 844,375 17%
Eric McAfee 844,375 17%
LFCI 400,000 8%
John Liviakis 400,000 8%
ICA 700,000 14%
CMCP 250,000 5%
Laird Cagan and Eric McAfee each own 50 percent of CMCP, and John Liviakis
owns LFCI. The percentage of shares beneficially owned by directors and
nominees, individually or as a group, does not exceed one percent of any class
of stock of the Corporation.
Item 5. Other events.
On May 20, 2004 the Board of Directors appointed John Kinney and Steve
Obana as directors. On May 21, 2004, the Board elected John Kinney as Chairman
of the Board, Chief Executive Officer, and President of the Corporation. The
Board elected Steve Obana as Chief Financial Officer, Treasurer and Secretary of
the Corporation. Biographical information concerning these new officers and
directors is set forth below:
John Kinney, 45, is the Chairman of the Board of Directors, Chief
Executive Officer and President of the Corporation. Since 1987, Mr. Kinney
has been the Chief Executive Officer of Club Resources, Inc., a club
management and investment firm based in Tiburon, California which he
founded. From 1990 until 2003, Mr. Kinney was the founding Chief Executive
Officer of Club One, Inc., which owns and operates over 100 athletic
clubs, including Frog's, Club One and the Sporting Club at the Aventine.
Mr. Kinney remains on the Bboard of Directors of Club One. Mr. Kinney
presently is the President of the Tiburon Volunteer Fire Department. Mr.
Kinney received his Bachelor's degree, Master's in Industrial Engineering,
and Masters in Business Administration from Stanford University.
Steve Obana, 37, is the Chief Financial Officer, Treasurer, Secretary and
a Director of the Corporation. Since 1999, Mr. Obana has been the
President of the OB Group, a strategic management consulting firm in
Redwood City, California which he founded. From 1992 through 1998, Mr.
Obana was Vice President and General Manager, Western Region of
MicroFinancial, Inc. (NYSE:MFI), a financial intermediary. Mr. Obana
received his Bachelor's degree from the University of California,
Berkeley.
On May 21, 2004, the Board authorized the engagement of a merchant bank
and merger and acquisition advisory firm to assist the Corporation in
structuring and negotiating a potential merger and acquisition transaction. The
Board authorized and directed the President and the Secretary to execute and
deliver an Advisory Agreement to engage the services of CMCP and ICA to assist
the Corporation. The Advisory Agreement is filed as an exhibit to this Report
and is incorporated herein by reference.
The Board authorized the Corporation to engage a public relations firm to
represent the Corporation in investors' communications and public relations with
existing and prospective shareholders, brokers, dealers and other investment
professionals with respect to the Corporation's current and proposed activities.
The Board authorized and directed the President and the Secretary to execute and
deliver a Consulting Agreement to engage the services of LFCI. The Consulting
Agreement is filed as an exhibit to this Report and is incorporated herein by
reference.
On May 20, 2004, Tanja Leonard and Wilhelm H. Liesner resigned in all
capacities as officers of the Corporation.
The foregoing descriptions of the Securities Purchase Agreement,
Assignment and Assumption Agreement, Advisory Agreement and Consulting Agreement
are only summaries and are qualified in their entirety by reference to the
copies of the Agreements filed as exhibits 99.1, 99.2, 99.3 and 99.4 attached
hereto, respectively.
Item 6. Resignation of Registrant's Directors.
On May 20, 2004, Wilhelm H. Liesner, Walter Brinkmann and Charles W. Conn
resigned as directors of the Corporation.
Item 7. Financial Statements and Exhibits.
(a) none
(b) none
(c) Exhibits
Exhibit No. Description
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99.1 Securities Purchase Agreement
99.2 Assignment and Assumption Agreement
99.3 Advisory Agreement
99.4 Consulting Agreement
SIGNATURE
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.
TECHNOLOGY ACQUISITION CORPORATION
Date: May 27, 2004 By: /s/ John Kinney
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John Kinney
Chairman of the Board,
Chief Executive Officer,
and President