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): December 19, 2003
HAIRMAX INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-30212
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(Commission File Number)
13-3422912
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(I.R.S. Employer Identification No.)
4810 West Commercial Blvd., Ft. Lauderdale, FL 33319
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(Address of Principal Executive Offices) (Zip Code)
(954) 717-8680
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(Registrant's Telephone Number, Including Area Code)
This Current Report on Form 8-K is filed by Hairmax Inter-national, Inc., a
Nevada corporation (the "Registrant"), in connection with the matters described
herein.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On December 19, 2003, United States District Judge Christina A. Snyder
issued her Findings of Fact and Conclusions of Law and Order Denying Preliminary
Injunction in the case of David Dadon v. Edward Anthony Roth, Alisha M. Roth and
Hairmax International, Inc., Case No. CV 03-08735 CAS (MANx). The case involved
a lawsuit filed on December 1, 2003 in the United States District Court for the
Central District of California, Western Division, by David Dadon, a shareholder
and former officer of the Registrant, seeking a preliminary injunction to
enjoin, among other things, the Roth defendants from refusing to recognize David
Dadon as Chairman and Secretary of the Registrant, and refusing to recognize the
removal of the Roth defendants as officers and directors of the Registrant
pursuant to a Consent of Shareholders in Lieu of Special Meeting of
Shareholders, dated November 14, 2003, and a Special Meeting of the Shareholders
of the Registrant held on November 15, 2003, both of which shareholder actions
were organized by Dadon and other shareholders sympathetic with his cause.
The Judge's ruling concluded in Paragraph 14 that the preliminary
injunction should not issue. Accordingly, plaintiff's request for a preliminary
injunction was denied by the Court. An interim restraining order seeking only to
maintain the status quo, which was imposed on the Roth defendants and their
affiliates on December 4, 2003, in order to enjoin stock issuances and sales
pursuant to a Registration Statement on Form S-8 pending the outcome of this
litigation, was also dissolved by Judge Snyder.
In Paragraph 6 of her opinion, Judge Snyder concluded as a matter of law
that "Plaintiff has not demonstrated a probability of success on the merits".
She noted that the 3,302,000 votes cast approving the removal of Edward and
Alisha Roth constituted less than two-thirds of the 19,618,858 votes entitled to
vote. She further concluded as a matter of law that "plaintiff has failed to
demonstrate that there is a likelihood that the 1,400,000 shares of Series A
[convertible] preferred stock [with ten votes per share] issued to Edward and
Alisha Roth were invalid." In addition, the Judge concluded as a matter of law
that "Plaintiff has unclean hands in this case, which weighs in favor of denying
the injunction. She noted that plaintiff induced Hairmax to issue 2,000,000
shares of its common stock to Revenge Games, Inc., an allegedly independent
entity. However, Revenge Games appears to be under plaintiff's control and the
2,000,000 shares paid to Revenge Games, Inc. appear to have been secured to be
used in an attempt to remove Edward and Alisha Roth from their positions as
officers and directors of Hairmax. Finally, Judge Snyder concluded as a matter
of law that "Plaintiff's credibility as a witness in this matter was further
impeached by the fact that he was on August 6, 2003, enjoined by the United
States District Court for the District of Arizona in a similar contest for
control of a corporation from representing himself to be Chairman of the Board,
or any other officer or employee, of Viastar Holdings, Inc."
The Registrant intends to pursue its lawsuit dated December 2, 2003,
against Dadon, filed in the United States District Court for the Southern
District of Florida, Fort Lauderdale Division. It is styled as Hairmax
International Corp. v. David Dadon, Case No. 03-62149. In its Complaint, the
Registrant includes causes of action for fraud, breach of fiduciary duty,
intentional and negligent misrepresentation, tortious interference with
contractual relations, libel and slander, and permanent injunction. The
Registrant has requested that the Court grant a preliminary injunction,
prohibiting the defendant from taking actions that violate the law and
perpetuate a fraud on the Registrant by representing to any person or entity
that he is Chairman of the Board of the Registrant or any other officer of the
Registrant, or is an employee, representative or agent of the Registrant, or is
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authorized to enter into agreements or make statements on behalf of the
Registrant. In addition, the Registrant's complaint seeks compensatory and
punitive damages in an amount equal to $5.0 million for the damage caused by
Defendant's action. A copy of the Complaint is attached as Exhibit 10 hereto.
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.
HAIRMAX INTERNATIONAL, INC.
By: /s/ Edward A. Roth
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Edward A. Roth
President and Chief
Executive Officer
Date: December 31, 2003
EXHIBIT INDEX
Exhibit
Number Description
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10 Hairmax International Corp. v. David Dadon - Plaintiff's
Complaint and Application for Temporary Restraining Order
Without Hearing; Request for Preliminary Injunction and
Permanent Injunction; Prayer for Damages, dated December 2,
2003.
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