UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
MARCH 27, 2006
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APPLIED SPECTRUM TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other Jurisdiction of Incorporation or Organization)
0-16397 41-2185030
(Commission File Number) (IRS Employer
Identification No.)
936A BEACHLAND BOULEVARD, SUITE 13
VERO BEACH, FL 32963
(Address of Principal Executive
Offices and zip code)
(772) 231-7544
(Registrant's telephone
number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange
Act (17 CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the Company's actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. The Company's actual results could differ materially from
those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, the Company undertakes
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
ITEM 8.01 OTHER EVENTS
On March 27, 2006, Applied Spectrum Technologies, Inc. (the "Company"), a
Delaware corporation, entered into a Letter of Intent to acquire Pro-Stars,
Inc., a Nevada corporation ("Pro-Stars"). Pro-Stars is a retailer of sports and
celebrity endorsed products and memorabilia, focusing on live signings by
celebrities from the sports and entertainment world. Pro-Stars currently has
retail stores in four locations: the Caesar's Forum Shops in Las Vegas, the Rio
Hotel in the Las Vegas, a location on the Las Vegas strip, and a location in the
Mall of American in Minnesota. Pro-Stars operates under the brand names "Field
of Dreams" and "Stars Live 365," the rights to which Pro-Stars has licensed from
Dreams, Inc.
Under the transactions contemplated under the Letter of Intent, the
Company would issue: (i) restricted shares of its convertible preferred stock,
the designations, rights and preferences of which will be established by the
Company's board of directors prior to Closing ("Series A Preferred Shares"), to
the holders of Pro-Stars' outstanding equity securities ("Pro-Stars'
Stockholders"); and (ii) additional equity securities in connection with a
private placement offering (the "Offering") to certain to-be-identified
investors ("Investors") under terms and conditions which will be negotiated by
Pro-Stars and the Investors ("Investor Securities").
The closing of the proposed acquisition would be subject to Pro-Stars'
ability to raise not less than $10 million in the Offering. In addition, the
closing of the acquisition of Pro-Stars would also be a condition to the closing
of the Offering.
The Series A Preferred Shares that would be issued to the Pro-Stars'
Stockholders, the Investor Securities that would be issued to the Investors, and
the options, warrants and other convertible securities of Pro-Stars assumed by
the Company in connection with the acquisition of Pro-Stars would, in the
aggregate, represent approximately 97% of the issued and outstanding shares of
common stock of the Company on a fully diluted and as-converted basis following
the acquisition of Pro-Stars. In exchange for the Series A Preferred Shares that
would be issued to the Pro-Stars' Stockholders, such Pro-Stars' Stockholders
would transfer to the Company or a newly-formed wholly-owned subsidiary of the
Company 100% of the outstanding capital stock of Pro-Stars. As a result,
Pro-Stars would become a wholly-owned subsidiary of the Company following the
acquisition.
At the close of the acquisition, it is contemplated that a new board of
directors would be designated by Pro-Stars. The current stockholders of the
Company are expected to own approximately 3% of the issued and outstanding
common stock of the Company after completion of the acquisition of Pro-Stars and
the Offering, calculated on a fully diluted and as-converted basis.
The completion of the acquisition would also subject to certain conditions
to closing, including but not limited to, the negotiation and execution of a
definitive acquisition agreement, the delivery of audited financial statements
of Pro-Stars prepared in accordance with generally accepted accounting
principles in the United States of America, the approval by each of the
Company's board and Pro-Stars' board and stockholders.
The acquisition agreement would also provide that the Company take the
following corporate actions ("Actions") promptly following the closing of the
acquisition: (a) change the Company's name to a name selected by Pro-Stars; and
(b) an increase to the Company's authorized number of shares of common stock and
a reverse stock split of the Company's common stock, on such terms as mutually
agreed to by the parties, to permit the Company to issue the additional shares
of its common stock to be issued upon the conversion of the Series A Preferred
Shares and Investor Securities and to allow the Company to have additional
shares of authorized and unissued common stock for other corporate purposes. The
Series A Preferred Shares will automatically convert without further action of
the holder thereof into shares of the Company's common stock upon stockholder
approval of the Actions and the expiration of the applicable waiting period
prescribed by Rule 14c-2 promulgated under the Securities Exchange Act of 1934,
as amended.
Subject to the satisfaction of the above conditions and other customary
conditions, the acquisition is presently expected to close by May 31, 2006.
However, there can be no assurances that the acquisition or the Offering will be
completed.
The Company is currently a public "shell" company with nominal assets
whose sole business has been to identify, evaluate and investigate various
companies with the intent that, if such investigation warrants, a reverse merger
transaction be negotiated and completed pursuant to which the Company would
acquire a target company with an operating business with the intent of
continuing the acquired company's business as a publicly held entity.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Applied Spectrum Technologies, Inc. has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
APPLIED SPECTRUM TECHNOLOGIES, INC.
Date: March 28, 2006 By:/s/ Kevin R. Keating
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Kevin R. Keating, President