8-K 1 kikruss-8k_09192001.txt CURRENT REPORT UNITED STATES 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 Report (Date of earliest event reported): September 4, 2001 KIK TECHNOLOGY INTERNATIONAL, INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) California 000-1109664 91-2021602 -------------------------------- ------------------- -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) Identification No.) 590 Airport Road Oceanside, CA 92054 --------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (760) 967-2777 f/k/a Russian Imports.com ------------------------------------------------ (Former name or former address, if changes since last report) 827 State Street, Suite 26, Santa Barbara, CA 93101 Copy of Communications to: Mintmire & Associates Donald F. Mintmire, Esq. 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 (561) 832-5696- Telephone (561) 659-5371-Facsimile ITEM 5. OTHER EVENTS. On September 4, 2001, RUSSIAN IMPORTS.COM (the "Company"), a California corporation, and KIK TECHNOLOGY INC., a California corporation, and the individual holders of all of the outstanding capital stock of KIK TECHNOLOGY INC. (the "Holders") concluded a reverse acquisition (the "Reorganization") pursuant to a certain Share Exchange Agreement ("Agreement") dated June 25, 2001. Pursuant to the Agreement, the Holders tendered to the Company all issued and outstanding shares of common stock of KIK TECHNOLOGY INC. in exchange for 16,700,000 Shares of common stock of the Company. Immediately following the closing there will be 22,700,000 shares of common stock issued and outstanding. The acquisition has been conditionally approved by the Canadian Venture Exchange ("CDNX") and is subject to final review and approval by such agency. The reorganization is being accounted for as a reverse acquisition. Simultaneously with the closing of the Reorganization, the Company accepted the resignation of A. Rene Dervaes, Jr. as an Officer in accordance with the terms of the Agreement. Don Dean, William Knooihuizen and Kuldip Baid were elected to serve on the Board of Directors of the Company (the "Board"). A. Rene Dervaes, Jr. will remain a Director. The Board subsequently appointed William Knooihuizen as President of the Company; Don Dean as Secretary and Chairman of the Company; and, Kuldip Baid as Chief Financial Officer of the Company. The Company also announced approval of the amendment of its Articles of Incorporation in order to change the name of the Company from RUSSIAN IMPORTS.COM to KIK TECHNOLOGY INTERNATIONAL, INC. Copies of the Agreement are filed herewith as Exhibit 2.1, and are incorporated herein by reference. The foregoing descriptions are qualified in their entirety by reference to the full text of such agreements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. (1) Financial statements of KIK TECHNOLOGY INTERNATIONAL, INC., a California corporation, will be filed by amendment to this Form 8-K not later than sixty (60) days from the filing of this report. (b) Pro forma financial information. (2) Pro forma financial information regarding the Reorganization will be filed by amendment to this Form 8-K not later than sixty (60) days from the filing of this report. (c) Exhibits ----------------------- 2.1 * Share Exchange Agreement between RUSSIAN IMPORTS.COM and KIK TECHNOLOGY INC. dated June 25, 2001. 3(i).2 * Certificate of Amendment to Articles of Incorporation of Russian Imports.com, a California Corporation filed with the State of California on September 10, 2001.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. KIK TECHNOLOGY INTERNATIONAL, INC. (Registrant) Date: September 17, 2001 By: /s/ William Knooihuizen ------------------------------ William Knooihuizen, President