-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vzq1/fHQlvJrJoQ5svMICrDSzduI0Xn13bo5oy6+rvDSzNw0ehgFxn6b1o3mwV6Y wkn7vpixJSZPytRAz73CUg== 0000950123-02-000401.txt : 20020413 0000950123-02-000401.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950123-02-000401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020114 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETURN ASSURED INC CENTRAL INDEX KEY: 0001020726 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 133896069 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21679 FILM NUMBER: 2510317 BUSINESS ADDRESS: STREET 1: 1901 AVENUE OF THE STARS STREET 2: SUITE 1710 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 8888848809 MAIL ADDRESS: STREET 1: 1901 AVENUE OF THE STARS STREET 2: SUITE 1701 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: HERTZ TECHNOLOGY GROUP INC DATE OF NAME CHANGE: 19960808 8-K 1 y56685e8-k.txt RETURN ASSURED INCORPORATED 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 JANUARY 14, 2002 (DATE OF EARLIEST EVENT REPORTED) JANUARY 16, 2002 (Date of Report) RETURN ASSURED INCORPORATED (Exact name of registrant as specified in its charter) DELAWARE 0-21679 13-389606 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification Number) incorporation or organization)
1901 AVENUE OF THE STARS, SUITE 1710, LOS ANGELES, CALIFORNIA 90067 (Address of principal executive offices)(Zip Code) 888-884-8809 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address, If Changed since Last Report.) Item 5. Other Events. MERGER AGREEMENT On January 14, 2002, Return Assured Incorporated (the "Company") and Internet Business's International, Inc., a publicly-traded Nevada corporation (OTCBB:IBUI), announced their mutual decision not to pursue a merger of the two companies. In June 2001, the Company, IBUI Acquisition Corporation, a Nevada corporation and a wholly owned subsidiary of the Company, and IBUI entered into an Agreement and Plan of Merger and Share Exchange (the "Merger Agreement"). The Merger Agreement provided, among other things, for IBUI Acquisition Corporation to be merged with and into IBUI and for a share exchange between the shareholders of IBUI and the Company. The Merger Agreement has been terminated effective immediately. The press release announcing the termination of the Merger Agreement is filed as Exhibit 99.1 hereto and is hereby incorporated herein by reference. Statements regarding completion, timing or effect of the Transactions, as well as any other statements that are not historical facts in this Form 8-K, are forward-looking statements under applicable securities laws and involve certain risks, uncertainties and assumptions. These include, but are not limited to, the risk that the parties will not be able to satisfy one or more of the closing conditions. Should one or more these risk or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. There can be no assurance that the parties will consummate the Transactions contemplated by the Merger Agreement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) None. (b) Exhibits. 10.1 Agreement and Plan of Merger and Share Exchange between Return Assured Incorporated, Internet Business's International, Inc and IBUI Acquisition Corporation. * 10.2 First Modification to Agreement and Plan of Merger and Share Exchange between Return Assured Incorporated, Internet Business's International, Inc and IBUI Acquisition Corporation. ** 99.1 Press Release dated January 14, 2002. * INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.1 TO RETURN ASSURED INCORPORATED'S AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-62546), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2001. ** INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.2 TO RETURN ASSURED INCORPORATED'S AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-62546), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 2001. 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. RETURN ASSURED INCORPORATED Date: January 16, 2002 By: /s/ Matthew Sebal ----------------------------------- Matthew Sebal President and Chairman EXHIBIT INDEX 10.1 Agreement and Plan of Merger and Share Exchange between Return Assured Incorporated, Internet Business's International, Inc and IBUI Acquisition Corporation. * 10.2 First Modification to Agreement and Plan of Merger and Share Exchange.** 99.1 Press Release dated January 14, 2002. * INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.1 TO RETURN ASSURED INCORPORATED'S AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-62546), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2001. ** INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 10.2 TO RETURN ASSURED INCORPORATED'S AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-62546), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 2001. EX-99.1 3 y56685ex99-1.txt PRESS RELEASE EXHIBIT 99.1 Internet Business International and Return Assured Decline To Pursue Merger LAS VEGAS--(BUSINESS WIRE)--Jan. 14, 2002--Internet Business International Inc. (OTC BB:IBUI) the Internet commerce, communications, marketing and financial services company, and Return Assured Inc. (OTC BB:RTRN), developer of the "Return Seal of Approval," today announced their mutual decision not to pursue a merger. The companies signed a definitive merger agreement in June of 2001, but litigation involving Return Assured and Concordia Capital of San Diego, and Michael Rose et al delayed timely completion of the merger. The transaction proposed on June 6, 2001 was to be accomplished through a reverse triangular merger that would have resulted in the shareholders of IBUI owning 90% of the total outstanding shares of the combined companies on a fully diluted basis. "At the time the deal was announced, the merger made great business sense and held the potential to create real value for IBUI shareholders," said Al Reda, CEO of IBUI. The delay brought about by Concordia Capital's litigation with Return Assured regarding the deal placed an undue burden on our ability to merge in a satisfactory time frame. We have the utmost respect for the president and chairman of Return Assured, Matt Sebal, and we wish him and Return Assured the best." "We still see the opportunity for potential synergies between our companies, but won't pursue those synergies due to the effect of Concordia Capital's involvement in the proposed merger," said Sebal. "We wish IBUI the best in their future ventures and look forward to moving ahead." About IBUI Internet Business International (www.ibui.net) conducts business over the Internet through four operating divisions: Lending On Line (real estate loans and equipment leasing), ISP (Internet access dial-up service, Web services and wireless high-speed access in select areas of Nevada and California), E-commerce (auction, transaction and reverse auction sites in Europe and the United States), and Direct Marketing (long distance phone, wireless high-speed bandwidth, Web design and hosting services, and Internet-access computers). IBUI has seven U.S. and one European office and more than 60 employees worldwide. For additional information, contact IBUI Investor Relations toll-free: 866/441-8901 or via e-mail: info@ibui.net. About Return Assured Return Assured has developed a proprietary B2C and B2B value-added "Return Seal of Approval" for the electronic retail community that vets retailers with high standards and then indemnifies the consumer with a "no-hassle" guarantee in support of that particular retailer's return and customer service policy. For more information of Return Assured Inc. and its exclusive "Return Seal of Approval," visit the company's Web site at http://www.returnassured.com. Safe Harbor Statement Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Acts of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Contact: Rich Schineller, 973/633-0888 Ext. 110 rich@3rd-mm.com -----END PRIVACY-ENHANCED MESSAGE-----