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): October 31, 2003
SENTICORE, INC.
(FKA Hojo Holdings, Inc.)
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-87111
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(Commission File Number)
11-3504866
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(I.R.S. Employer Identification No.)
2410 Hollywood Blvd.
Hollywood, FL 33020
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(Address of Principal Executive Offices) (Zip Code)
(954) 927-0866
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(Registrant's Telephone Number, Including Area Code)
This Current Report on Form 8-K is filed by Senticore, Inc., formerly known
as Hojo Holdings, Inc., a Delaware corporation (the "Registrant"), in connection
with the matters described herein.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On October 31, 2003, the Registrant, Smith Forestal, a corporation
organized and existing under the laws of Costa Rica ("Forestal"), and the two
shareholders of Forestal (the "Forestal Stockholders"), executed an Agreement
and Plan of Merger (the "Merger Agreement"), pursuant to which Forestal will
merge with and into the Registrant, with the Forestal Stockholders receiving in
the aggregate 6,308,287 shares of common stock and 7,500 shares of Class A
Voting Convertible Preferred Stock of the Registrant in exchange for their
shares of Forestal. The shares of Class A Voting Convertible Preferred Stock
issued in the Merger are convertible into two hundred (200) shares of fully paid
and non-assessable shares of common stock, and they have a class vote to approve
or disapprove any merger, sale of assets, combination or reorganization
involving the Registrant, or other fundamental corporate transaction involving
the Registrant. The Registrant's Certificate of Incorporation will be amended
prior to the Closing (as defined) to establish the Class A Voting Convertible
Preferred Stock series. An executed copy of the Merger Agreement, together with
the Class A Voting Convertible Preferred Stock designation, is attached as
Exhibit 10 hereto.
The Closing under the Merger Agreement will occur on the second day after
the satisfaction or waiver of all conditions to the obligations of the parties
to consummate the transactions contemplated by the Merger Agreement. The Merger
is conditioned on, among other things, the Registrant and Forestal obtaining the
written consent of a majority of their shareholders to approve the transactions
contemplated by the Merger Agreement, as well as the satisfactory completion by
each of Registrant and Forestal of a due diligence investigation. In addition,
the obligations of Forestal to consummate the Merger are conditioned on, among
other things, the Registrant canceling its previously announced forward stock
split and issuing a press release with respect thereto. The obligations of the
Registrant to consummate the Merger are conditioned on, among other things, an
affiliate of the Registrant being issued 1,200,000 shares of restricted common
stock and 7,500 shares of Class A Voting Convertible Preferred Stock. The
obligations of the Registrant to consummate the Merger are further conditioned
on, among other things, the Registrant's receipt of an Opinion to the effect
that the terms and conditions of the Merger are fair to the shareholders of the
Registrant from a financial point of view.
In addition to filing this Current Report on Form 8-K, the Registrant
contemplates filing with the Commission, prior to the Closing, an Information
Statement on Schedule 14C, disclosing to its shareholders the details of the
Merger and the proposed amendment to the Registrant's Certificate of
Incorporation.
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.
SENTICORE, INC.
By: /s/ Carl Gessner
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Carl Gessner
President
Date: November 6, 2003
EXHIBIT INDEX
Exhibit
Number Description
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10 Agreement and Plan of Merger, dated October 31, 2003