-----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, IUZzChc7EfHduVDPZWCQNc71HeTv+s+6MsDWJkb2ZdWBXpmjKhyrr6Dq6PFJkbo/ I13SNwMNlAudVz0fmrHIIA== 0001108017-06-000427.txt : 20060525 0001108017-06-000427.hdr.sgml : 20060525 20060525171815 ACCESSION NUMBER: 0001108017-06-000427 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060522 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060525 DATE AS OF CHANGE: 20060525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APO HEALTH INC /NV/ CENTRAL INDEX KEY: 0001076607 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 860871787 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30074 FILM NUMBER: 06867978 BUSINESS ADDRESS: STREET 1: 3590 OCEANSIDE ROAD STREET 2: - CITY: OCEANSIDE STATE: NY ZIP: 11572 BUSINESS PHONE: 8003652839 MAIL ADDRESS: STREET 1: 2080 E. FLAMINGO RD STREET 2: SUITE 112 CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: INTERNETFINANCIALCORP COM INC DATE OF NAME CHANGE: 20000229 FORMER COMPANY: FORMER CONFORMED NAME: CARIBBEAN VENTURES INC /NV/ DATE OF NAME CHANGE: 19990112 8-K 1 paivis8k.htm 8-K 8-K
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):
May 22, 2006

PAIVIS, CORP.
(Exact name of registrant as specified in its charter)
 

Nevada
00030074
86-0871787
(State or other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)

 
#400 - 3475 Lenox Road, Atlanta Georgia 30326
(Address of principal executive offices) (Zip code)
 
Registrant’s telephone number, including area code: (404) 601-2885
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 
 
Item 8.01 Other Events

The Registrant is hereby disclosing information regarding the shares (the "Merger Shares") to be issued to the Jupiter Global Holdings, Corp. shareholders ("Jupiter Shareholders") under the terms of the recently completed Merger Agreement with Jupiter Global Holdings, Corp. Specific details regarding the Merger Agreement and the Merger Shares can be found in Form 8-Ks filed on April 25, 2006 and May 17, 2006 with the U.S. Securities and Exchange Commission.

These Merger Shares to be received by the Jupiter Shareholders were at all times and currently are deemed to be “restricted securities” as defined by Rule 144. Specifically, the Merger Agreement provides that the Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) the Registrant receives an opinion of counsel for the Registrant that an exemption from the registration requirements of the Securities Act is available.

The Merger Shares are currently in the process of being issued by the Registrant and therefore as of the time of this Form 8-K and the related press release, the shares have not been allocated to the Jupiter shareholders of record and the Jupiter beneficial shareholders which would normally be further allocated shares by the Depository Trust Company.

The Depository Trust Company has confirmed to the Registrant that no allocation of any Merger Shares has taken place by them as of May 22, 2006 due to the fact that the Merger Shares are restricted and that the Merger Shares have not been physically received by Depository Trust Company for further allocation.

Item 7.01    Regulation FD Disclosure.

The information set forth under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in any such filing. Attached hereto as Exhibit 99.1 is a Press Release issued by the Registrant on May 15, 2006 regarding the consummation and effectiveness of the Merger Agreement.
 
Item 9.01    Financial Statements and Exhibits.
 
(c) Exhibits
 
 
Exhibit
Number
Description

 
99.1
Press Release dated May 22, 2006
 
   
     
 
 
 

 
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.
 
 
 
PAIVIS, CORP.
Dated: May 25, 2006 
A
 
 
 
 
 
 
By:  
/s/ Gregory Bauer
 
_______________________________
Gregory Bauer, President and CEO
 
Pr
  
INDEX TO EXHIBITS

 
Exhibit
Number
Description

 
99.1
Press Release dated May 22, 2006


EX-99.1 2 ex991.htm PRESS RELEASE DATED MAY 22, 2006 Press Release dated May 22, 2006
 
Paivis, Corp. Provides Information Regarding the Issuance of Shares as per the Recently Completed Merger With Jupiter Global Holdings, Corp.
 
ATLANTA, GA -- (MARKET WIRE) -- 05/22/2006 -- Paivis, Corp. ("Paivis" or the "Company") (OTCBB: PAIV) today provides information regarding the shares (the "Merger Shares") to be issued to the Jupiter Global Holdings, Corp. shareholders ("Jupiter Shareholders")under the terms of the recently completed Merger Agreement with Jupiter Global Holdings, Corp. Specific details regarding the Merger Agreement and the Merger Shares can be found in Form 8Ks filed on April 25, 2006 and May 17, 2006 with the U.S. Securities and Exchange Commission.
 
These Merger Shares to be received by the Jupiter Shareholders are restricted securities as defined by Rule 144. Specifically, the Merger Agreement provides that the Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) Paivis receives an opinion of counsel for Paivis that an exemption from the registration requirements of the Securities Act is available.
 
The Merger Shares are currently in the process of being issued by the Company and therefore as of the time of this press release have not been allocated to the Jupiter shareholders of record and the Jupiter beneficial shareholders which would normally be further allocated by the Depository Trust Company.
 
The Depository Trust Company has confirmed with Paivis that no allocation of any Merger Shares has taken place by them due to the facts that the Merger Shares are restricted and that the Merger Shares have not been physically received by Depository Trust Company for further allocation.
 
Paivis wished to notify its new shareholders from Jupiter Global Holdings, Corp. to contact the Company or their broker dealer for more information on the delivery of their Merger Shares.
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
The Private Securities Litigation Reform Act of 1995 (the "PLSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
 
Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. Paivis intends that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause Paivis' actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in Paivis' annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.
 
For more Paivis information please contact:
Paivis Shareholder Services
Phone: 800-963-6471


 
 

 
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