UNITED STATES
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): November 24, 2004
DATIGEN.COM, INC.
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(Exact name of registrant as specified in its charter)
Utah 0-26027 87-0626333
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3191 North Canyon Road
Provo, Utah 84604
(Address of principal executive offices)
(801) 373-3990
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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Section 5-Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
On November 24, 2004, certain shareholders, including Joseph F. Ollivier, the
principal executive officer of Datigen.com, Inc. (the "Company"), entered into a
Purchase and Sale Agreement which provided, among other things, for the sale of
an aggregate of 305,850 shares of common stock, no par value, of the Company
(the "Purchased Shares") to the individual buyers listed in such Purchase and
Sale Agreements (the "Purchase Transaction"). The Purchased Shares represent an
aggregate of 50.87% of the issued and outstanding share capital of the Company
on a fully-diluted basis. The majority of the Purchased Shares (an aggregate of
180,500 shares, or 59% of the Purchased Shares) were purchased by Amir Uziel and
the balance of the Purchased Shares were purchased by six unaffiliated foreign
individuals. As a result of the transaction, Mr. Uziel holds directly 30% of the
issued and outstanding share capital of the Company. The cash consideration for
the Purchased Shares was from the buyers' personal funds.
There are no arrangements or understandings among members of both the former and
new control group (i.e., Amir Uziel) and their associates with respect to the
election of directors of the Company or other matters.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective as of November 24, 2004, in connection with the closing of the
Purchase Transaction, (i) Matthew Haney and Aaron Ollivier, resigned as
directors of the Company, (ii) Joseph F. Ollivier, resigned as President and
Chief Executive Officer and Chief Financial Officer of the Company and (iii) the
Board of Directors of the Company elected Amir Uziel, to serve as President and
Chief Executive Officer and a director and Adam J. Somer to serve as Treasurer
of the Company.
In addition, Mr. Joseph Ollivier will resign from the Company's Board of
Directors effective ten days after the delivery to the shareholders of the
Company of an Information Statement pursuant to Rule 14f-1, expected to be
mailed on or about December 1, 2004 (the "Effective Date"). It is contemplated
that, effective ten days after the delivery of the Information Statement to the
shareholders of the Company, Adam J. Somer and Robert Lubin will be appointed to
the Board of Directors of the Company.
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Business Experience
The following is a brief account of the education and business experience of
each director and executive officer during the past five years, and any other
directorships held in reporting companies. There are no family relationships
among the persons described below.
Amir Uziel, age 39, became the President and Chief Executive Officer and a
director of the Company as of the close of business on November 24, 2004. From
1994 to the present, Mr. Uziel has been an economist for Amier Uziel Consult, a
private company providing international business development and marketing
advisory services to some of the leading Israeli companies. Prior thereto, Mr.
Uziel was Sales and Marketing Manager of Hollandia Sleep Engineering Center
Ltd., a furniture chain in Israel. Mr. Uziel received his B.A. from Tel Aviv
University School of Economics and Accounting in 1991.
Adam J. Somer, age 32, became Treasurer of the Company as of the close of
business on November 23, 2004 and will become a director of the Company on the
Effective Date. From April 2001 to the present, Mr. Somer has been Chief
Executive Officer of Madison Strategic Partners LLC, a New York City based
consulting company providing international business development and strategic
planning services for emerging consumer products, communications and technology
companies. Before joining Madison Strategic Partners, from October 1999 to April
2001, Mr. Somer was Director of Strategic Development of Deltathree, Inc., a
NASDAQ listed company in the broadband telephone services industry. From October
1997 to September 1999, Mr. Somer was Product Manager at Deltathree, Inc., and
from August 1996 to August 1997, Operations Manager/Director of Operations at
the Net2Phone Division of the New York Stock Exchange listed telecommunications
company, IDT Corp. Mr. Somer received his B.A. from Yeshiva University in 1995
Robert Lubin, age 31, , will become a director of the Company on the Effective
Date. Mr. Lubin has been responsible for Customer Service Management at IDT
Corp. since October 2004. From April 2002 until July 2004, Mr. Lubin was the
director of Employment at Sephardic Career Services. From September 1998 until
April 2002 he was the director of Career Services at Yeshiva University, and
from September 1996 until September 1998 worked in the human resources
department at Assessment Solutions Inc. Since 1998, Mr. Lubin has been a
Psychology instructor at Touro College. Mr. Lubin received his B.A. from Queens
College in 1995, a M.A. in psychology from Columbia University in 1996 and a
M.A. in educational psychology from Columbia University in 1996.
Each of the above directors holds or will hold office until the next annual
meeting of shareholders or until their successors have been duly elected and
qualified.
Currently there are no employment agreements or arrangements with any of the
above persons.
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There is no transaction during the last two years, or any proposed transactions,
to which the Company was or is a party with any of the foregoing individuals or
any member of their respective immediate family.
Section 8-Other Events
Item 8.01 Other Events.
On November 8, 2004, the Board of Directors of the Company resolved to
contribute all of the assets of the Company's concrete cutting business to
Precision Concrete Cutting, Inc., an Utah corporation ("PCC") which is
wholly-owned by the Company, in preparation for a distribution of the stock of
such subsidiary to the shareholders of the Company. The restricted shares of PCC
were distributed to the shareholders of the Corporation as of November 19, 2004.
In connection with such distribution, the Company has no assets and no
liabilities.
PCC agreed to indemnity the Company and its affiliates from any liabilities and
expenses which may arise in connection with the ownership or operation of any of
the assets or business of PCC, including without limitation any obligations
arising from any liability of PCC assumed from the Company or related to the
former business of the Company. For all the terms and conditions of the
Indemnity Agreement, reference is hereby made to such agreement annexed hereto
as Exhibit 10.1. All statements made herein concerning the foregoing agreement
is qualified in its entirety by references to said exhibit.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Information. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits
Exhibit 10.1 Indemnity Agreement, dated November 22, 2004 between
Precision Concrete Cutting, Inc. and the Company
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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.
DATIGEN.COM, INC.
(Registrant)
By: /s/ Amir Uziel
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President and Chief Executive Officer
Date: November 30, 2004
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