SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
November 22, 2002
TRIMEDIA ENTERTAINMENT GROUP, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OF ORGANIZATION)
000-49865 57-1107699
- ------------------------------------ -----------------------------------------
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NUMBER)
101 Charles Drive
Bryn Mawr, Pennsylvania 19010
---------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (610) 520-3050
ITEM 5. OTHER EVENT.
On November 18, 2002, at a Special Meeting of the shareholders of US
Patriot, Inc., a South Carolina corporation (the "Corporation"), the
shareholders approved the merger of the Corporation with and into TriMedia
Entertainment Group, Inc., a wholly owned subsidiary of the Corporation
incorporated in the State of Delaware ("TriMedia"). On November 22, 2002, an
Agreement and Plan of Merger between the Corporation and TriMedia was executed
by an authorized signatory of each corporation and Articles of Merger were filed
with the South Carolina Secretary of State and a Certificate of Merger was filed
with the Delaware Secretary of State. The effect of the foregoing was to:
Approve the merger of the Corporation into its wholly-owned
subsidiary, TriMedia for the purpose of changing the Corporation's state of
incorporation form South Carolina to Delaware.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934
(the "Act"), TriMedia is the successor issuer to the Corporation for reporting
purposes under the Act, and TriMedia's common stock is deemed to be registered
pursuant to Section 12(g) of the Act.
Effective December 3, 2002, the Corporation's trading symbol on Nasdaq's
Over-the-Counter Bulletin Board will be changed from USPA to TMEG.
ITEM 7. EXHIBITS.
Exhibits (referenced in item 601 of Regulation S-K)
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger between US Patriot, Inc. and TriMedia
Entertainment Group, Inc.
3.1 Certificate of Incorporation of TriMedia Entertainment Group, Inc.
3.2 Certificate of Amendment of Certificate of Incorporation Before Payment
of Capital of TriMedia Entertainment Group, Inc.
3.3 Bylaws of TriMedia Entertainment Group, Inc.
3.4 Articles of Merger as filed in the State of South Carolina
3.5 Certificate of Merger as filed in the State of Delaware
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 thereunto duly authorized.
TRIMEDIA ENTERTAINMENT GROUP, INC.
Date: December 2, 2002 By: /s/Christopher Schwartz
------------------------
Name: Christopher Schwartz
Title: Chief Executive Officer