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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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 28, 2004
RG GLOBAL LIFESTYLES, INC.
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(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-25488 33-0230641
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
17751 MITCHELL AVENUE, IRVINE, CA 92614
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 949-486-6666
200 EXECUTIVE DRIVE, NEWMARK, DE 19702
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On July 28, 2004, RG Global Lifestyles, Inc. (the "Company") entered
into an Agreement and Plan of Reorganization, dated as of July 28, 2004 (the
"Plan of Reorganization"), among Amerikal International Holding, Inc. ("AIH"),
the Company, Horst Geicke, and the shareholders of Amerikal International
Holding, Inc. (the "AIH Shareholders"). Pursuant to the Plan of Reorganization,
the Company acquired all of the outstanding shares of AIH from the AIH
Shareholders in exchange for the issuance by the Company to the AIH Shareholders
of an aggregate of 1,900,000 shares of the Company's common stock. The Plan of
Reorganization also provided for the transfer by an entity controlled by Horst
Geicke to the AIH Shareholders of an aggregate of 16,630,607 shares of the
Company's common stock held by the entity in exchange for nominal consideration.
Prior to the consummation of the transactions contemplated by the Plan
of Reorganization, Horst Geicke beneficially held 90% of the outstanding common
stock of the Company. After the consummation of the transactions, the AIH
Shareholders held an aggregate of 18,530,607 shares, or 86.34%, of the Company's
common stock issued and outstanding after the transactions.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
At the consummation of the transactions contemplated by the Plan of
Reorganization, the Company acquired all of the outstanding and issued capital
stock of AIH. The Company issued an aggregate of 1,900,000 shares of the
Company's common stock to the AIH Shareholders. Immediately following the
transactions, the Company had an aggregate of 21,462,000 shares of common stock
issued and outstanding. As a result of the transactions, AIH became a
wholly-owned subsidiary of the Company. The Company believes that the
transactions will qualify as a tax-free reorganization pursuant to Sections 351
and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Following the consummation of the transactions, the Company caused AIH
to be merged with and into the Company pursuant to a Certificate of Ownership
filed with the California Secretary of State on August 12, 2004 and Articles of
Merger filed with the Nevada Secretary of State on August 12, 2004. The Company
continued as the surviving entity in the merger. As a result of the merger,
Amerikal Nutraceutical Corp., formerly the direct, wholly-owned subsidiary of
AIH and the indirect subsidiary of AIH, became the direct, wholly-owned
subsidiary of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements required by this item will be filed by an
amendment to this initial report on Form 8-K no later than
October 11, 2004, which is the date occurring 60 days after the
date by which this initial report on Form 8-K was required to be
filed.
(b) Pro forma financial information.
Pro forma financial information required by this item will be
filed by an amendment to this initial report on Form 8-K no later
than October 11, 2004, which is the date occurring 60 days after
the date by which this initial report on Form 8-K was required to
be filed.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DOCUMENT
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2.1 Agreement and Plan of Reorganization, dated as of July 28, 2004,
among Amerikal International Holding, Inc., RG Global Lifestyles,
Inc., Horst Geicke, and the shareholders of Amerikal International
Holding, 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 by the
undersigned hereunto duly authorized.
Date: August 12, 2004 RG GLOBAL LIFESTYLES, INC.
By: /s/ Louis Knickerbocker
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Name: Louis Knickerbocker
Title: President