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 28, 2004
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.)
9900 W Sample Rd, Ste 300, Coral Springs, FL 33065
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(Address of Principal Executive Offices) (Zip Code)
(954) 825-0299
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(Registrant's Telephone Number, Including Area Code)
This Current Report on Form 8-K is filed by Hairmax International, Inc., a
Nevada corporation (the "Registrant"), in connection with the items set forth
below.
ITEM 1.01 Entry Into A Material Definitive Agreement
As of December 28, 2004, the Registrant entered into a Plan of Exchange
(the "Agreement"), between and among the Registrant, Arcotect Digital Technology
Limited, a corporation organized and existing under the laws of the Hong Kong
SAR of the Peoples' Republic of China ("Arcotect"), the shareholders of Arcotect
(the "Arcotect Shareholders") and the Majority Shareholders of the Registrant.
Pursuant to the terms of the Agreement, the parties have agreed that the
closing will occur in two stages, as follows: (i) the Majority Shareholders of
the Registrant will transfer to the Arcotect Shareholders an amount equal to
2,850,000 shares of the Registrant's Series A Convertible Preferred Stock that
is convertible, at the option of the holder of each share, into 200 shares of
common stock of the Registrant, and the Majority Shareholders of the Registrant
will agree to transfer to an investor designated by the Arcotect Shareholders an
amount equal to 1,750,000 shares of common stock of the Registrant, in return
for the total cash payment of $400,000 and (ii) the Registrant will issue to the
Arcotect Shareholders an amount equal to 20,000,000 shares of common stock of
the Registrant in exchange for all of their shares of capital stock of Arcotect.
Upon completion of the exchange, Arcotect will become a wholly-owned subsidiary
of the Registrant. An executed copy of the Agreement is attached hereto as
Exhibit 10.
The first stage of the Plan of Exchange was consummated on the date hereof,
and the Majority Shareholders of the Registrant, for a payment of $400,000, have
transferred to the Arcotect Shareholders 2,850,000 shares of Series A
Convertible Preferred Stock and have agreed to transfer to an investor to be
designated by Arcotect an amount equal to 1,750,000 shares of common stock of
the Registrant. When the Series A Convertible Preferred Stock are converted into
shares of common stock they represent 570,000,000 common shares out of
572,069,210 issued and outstanding shares, or 99.6% of the Registrant's
outstanding shares. In connection with these calculations, it is important to
note that the figures are presented on a post-reverse stock split basis, which
takes into account the Registrant's 100:1 reverse stock split that was
authorized by the Board of Directors and the Majority Shareholders of the
Registrant on November 22, 2004. This reverse stock split, which does not
affect the Series A Convertible Preferred Stock, will become effective as soon
as practicable after the expiration of the twenty-day waiting period under Rule
14c-2, which expires on January 7, 2004.
The Registrant intends to consummate the second stage of the Plan of
Exchange after a Form N-54C is filed with the Commission withdrawing its
election to be regulated as a Business Development Company under the Investment
Company Act of 1940, as amended. When the Registrant is no longer a Business
Development Company, the Registrant will issue 20,000,000 shares of common stock
to the Arcotect Shareholders in exchange for their shares of capital stock of
Arcotect. Such an exchange transaction will cause Arcotect to become a
wholly-owned subsidiary of the Registrant. This two stage transaction structure
is required because Arcotect is not an "eligible portfolio company" within the
meaning of Section 2(a)(46) of the Investment Company Act of 1940, and, as a
result, it would not be an appropriate acquisition candidate for the Registrant
while the Registrant is a Business Development Company, as defined in Section
2(a)(48) of the Investment Company Act.
As a legal matter, the exchange transaction will become effective when
Articles of Exchange are filed with the Secretary of State of Nevada pursuant to
NRS Section 92A-200.
As part of the transaction, the Registrant intends to dispose of all of its
assets and liabilities as promptly as practicable following the Closing. In
this regard, the Majority Shareholders of the Registrant have agreed to
indemnify and hold harmless the Arcotect Shareholders and the Registrant against
any and all losses, claims, liabilities or expenses that may be associated with
disposing of any assets and liabilities of the Registrant that exist as of the
Closing. The Majority Shareholders of the Registrant have expressed an interest
in purchasing all of the assets and assuming all of the liabilities of the
Registrant after the closing, although there has been no agreement reached with
respect to such matters.
The execution of the Agreement will have several important consequences for
the Registrant. First, the Arcotect Shareholders anticipate filing a Schedule
14F-1 with the Commission as promptly as practicable, and ten days thereafter,
effecting a change in the majority of directors of the Registrant. The names of
the director candidates, their security holdings and other background
information required by Rule 14f-1 promulgated under the Securities Exchange Act
of 1934, as amended, will be disclosed in such Schedule 14F-1 filing. At the
expiration of said ten day waiting period, the Majority Shareholders of the
Registrant and the other officers plan to resign or be terminated and the new
directors will be installed by the Arcotect Shareholders. Second, in connection
with the transfer of the Series A Convertible Preferred Stock and the agreement
to transfer the common stock as described above, the Majority Shareholders of
the Registrant will receive a payment of $400,000 in cash.
Third, the Registrant will file a preliminary Information Statement on
Schedule 14C pursuant to Section 14(c) of the Securities Exchange Act of 1934,
as amended, with the Commission in connection with a proposal to amend its
articles of incorporation to change the name of the Registrant from Hairmax
International, Inc. to such name as may be designated by Arcotect. The Arcotect
Shareholders intend to take action without a meeting by written consent in order
to authorize this corporate action. The proposal will not be effective before
the mailing or delivery of a definitive Information Statement on Schedule 14C to
shareholders at least 20 days prior to the date on which the action is proposed
to take effect.
The Registrant currently has issued and outstanding 2,069,210 shares of
common stock that trade on the Over-The-Counter Bulletin Board under the symbol
"HRMX".
CONSUMMATION OF THE THIS FIRST STAGE OF THE EXCHANGE TRANSACTION WILL RESULT IN
A CHANGE OF CONTROL OF THE REGISTRANT.
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
Dated: December 28, 2004
EXHIBIT INDEX
Exhibit
Number Description
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10 Plan of Exchange, dated December 28, 2004