-----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, SkDXYAqU1FJvVuOdZu4XhsvbaNvZRkLZFNgBdeSmcF44Cf5Yk1UiijX0/H+LPR5K OXFBjgHmZV5cvDJq9Q8Zgg== 0001019056-01-000204.txt : 20010416 0001019056-01-000204.hdr.sgml : 20010416 ACCESSION NUMBER: 0001019056-01-000204 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010412 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONINI INC CENTRAL INDEX KEY: 0001129900 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 223768426 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-32133 FILM NUMBER: 1602418 BUSINESS ADDRESS: STREET 1: 425 EAGLE ROCK AVENUE STREET 2: SUITE 200 CITY: ROSELAND STATE: NJ ZIP: 07068 BUSINESS PHONE: 9732264600 MAIL ADDRESS: STREET 1: 425 EAGLE ROCK AVENUE STREET 2: SUITE 200 CITY: ROSELAND STATE: NJ ZIP: 07068 FORMER COMPANY: FORMER CONFORMED NAME: PRS SUB VI INC DATE OF NAME CHANGE: 20001213 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ================================================================================ FORM 8K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ================================================================================ DATE OF REPORT: APRIL 12, 2001 DONINI, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its Charter) NEW JERSEY ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-32133 ------------------------ (Commission File Number) 22-3768426 ------------------------------------ (IRS Employer Identification Number) 4555 boul, des Grandes Prairies, #30 St. Leonard, MONTREAL, QUEBEC H1R 1A5 --------------------------------------------------- (Address of Principal Executive offices) (Zip Code) (514) 327-6006 ------------------------------ Registrant's Telephone Number, including Area Code ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. As of April 1, 2001, the Company had 12,206, 855 Common Stock issued and outstanding. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. The Company on March 30, 2001, appointed KPMG as its new Auditors. There were no disagreements with the prior Auditor, Samuel Klein & Co. KPMG had been the Auditors for the Company's wholly-owned operating subsidiary Pizza Donini, Inc. ITEM 5. OTHER EVENTS The Registrant has undergone the following significant events: On March 30, 2001, the Holder of a $500,000 Subordinated Convertible Debenture, Bartholemew International Investments, Ltd., converted its Debenture into 2,206,855 shares of common stock of the Company. A Director of the Company, Mr. Terence Byrne, is an affiliate of the Holder. The Company had assumed obligations of Pizza Donini, Inc. under a Consulting Agreement with a company affiliated with Mr. Byrne, TT Byrne Capital Investment, Inc.; received an assignment of that Consulting Agreement. ITEM 6. RESIGNATION OF OFFICERS AND DIRECTORS. Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 1.A Letter regarding change of certifying accountants Exhibit 1.B Subordinated Convertible Debenture Exhibit 1.C Notice of Conversion of Subordinated Convertible Note. Exhibit 1.D Assignment of Debenture ITEM 8. CHANGE IN FISCAL YEAR. Not applicable. 2 Signatures Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DONINI, INC. April 12, 2001 By: /s/ PETER DEROS ---------------------------------- Peter Deros President and Chief Executive Officer 3 EX-99.1.A 2 0002.txt EXHIBIT 99.1.A EXHIBIT 99.1.A DONINI INC. March 30, 2001 Mr. Louis Lettieri Samuel Klein & Co. One Newark Center Newark, NJ 07102 Dear Mr. Lettieri: I regret to inform you that the Board of Directors has made a decision due to the location of the Company's facilities and its past association with KPMG, that it is appropriate to change accountants as of March 31, 2001. Our securities counsel has spoken most highly of your work and to the extent we have an opportunity to continue to use your past audits and any future assignments you can rest assured that you will be called upon. Please submit to us a bill for any past due services. I want to extend my sincerest appreciation to you and for your firm's very competent services. Very truly yours, /s/ PETER DEROS ----------------------------- Peter Deros President EX-99.1.B 3 0003.txt EXHIBIT 99.1.B EXHIBIT 99.1.B CONVERTIBLE SUBORDINATED DEBENTURE THIS DEBENTURE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SUCEUTITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OR UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. PIZZA DONINI INC. ONE (1) YEAR CONVERTIBLE SUBORDINATED DEBENTURE PRINCIPAL AMOUNT: $500,000 DUE: SEPTEMBER 1, 2001 PIZZA DONINI INC. a corporation duly organized and existing under the laws of Canada, hereinafter referred to as the Company, for value received, hereby promises to pay to Bartholemew International Investments, (the registered Holder hereof) the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) on September 1, 2001, upon presentation and surrender of this Debenture at the office of the Company in Montreal, Quebec, (or such other office as the Company may designate), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest thereon at such office from the date hereof at the rate of fourteen percent (14%) payable from the date of any default by the Company. Notwithstanding the foregoing, in the event this Debenture is converted prior to the due date no interest shall be due. 1. CONVERSION. This Debenture shall be converted into fifteen (15%) percent shares of Common Stock to be received in connection with the acquisition of the majority of shares of PRS Sub VI and will be registered by the Company as part of its next succeeding registration statement on Form SB-2 or S-1. The issuance of shares of common stock to the Holder shall be on a fully diluted basis and the number shall be adjusted accordingly. Each stock certificate evidencing the Common shares of the Company delivered pursuant to conversion, as set forth herein, shall be registered in the name of the registered holder hereof, subject to compliance with federal and state security laws. No fractional shares will be issued upon conversion, but an adjustment in cash will be made. The following legend will be placed on all stock certificates representing Common shares of the Company issued in accordance with the terms of this Debenture. THE SHARES OF COMMON STOCK OF THE COMPANY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. 2. SUBORDINATION. The indebtedness evidenced by this Debenture is subordinate and subject to the prior payment in full of all indebtedness of borrowed money as may be evidenced by a note or similar instrument ("Senior Indebtedness") of the Company, whether outstanding at the date of the Debenture or thereafter incurred, and the holder of this Debenture, by his or her acceptance hereof or thereof, agrees to and shall be bound by such subordination agreement or other evidence of subordination as any holder, or prospective holder, of Senior Indebtedness may require. 2 3. DEFAULT. In case an "Event of Default" shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become due and payable, in the manner, with the effect, and subject to the following conditions. An Event of Default shall occur if any payment is not made within fifteen (15) business days following receipt by the Company of written notice from the registered holder the payment of monies due hereunder has not been made, or if the Company shall fail to provide the appropriate number of shares of Common Stock in the event of conversion hereunder; provided, however, that the Company must first receive notice from the registered holder hereof that any such conversion was incorrectly dealt with, and after the Company has been given every opportunity to correct any deficiency in its performance regarding such conversion. Upon the occurrence of an Event of Default the holder of this Debenture may: (A) Declare all unpaid principal and interest owing holder to be forthwith due and payable; and (B) Collect interest on the principal balance owing hereunder at the rate of fourteen percent (14%) from the date of such default, and, in addition, if this Debenture is referred to an attorney for collection, collect a reasonable attorney's fee not to exceed ten (10%) of the amount owing thereon as collection costs, plus court costs, which sum shall be added to the amount due on the Debenture, and shall be chargeable to and payable by the Company. 4. REGISTRATION RIGHTS. The Holder of this Debenture may elect to have the shares of Common Stock into which this Debenture is convertible included in any registration statement filed provided the Company unless any underwriter shall determine that such inclusion will unduly impair the primary corporate purpose of the underwriting. 3 5. CORPORATE CHANGES. (A) Stock Changes. If the Company issues additional shares of its stock via a stock dividend, stock split, or stock subdivision of its Common Shares, then: (1) the number of shares for which the holder of this Debenture retains the right to purchase will be automatically adjusted to cover the proportionate percentage to which it would be applicable without such action; and (2) the conversion agreement stipulated in Paragraph "1" of this Debenture will be adjusted so that the total holdings of the registered Holder hereof remain in the same ratio to the number of shares outstanding. (B) Corporate Reorganizations. If there is a consolidation, merger or capital reorganization of the Company, or any sale of substantially all of the assets, or a majority of the Common Stock, of the Company to another corporation or entity, the Company with the result that its or its successors shares of Common Stock are traded publicly in the U.S. securities market will notify the registered holder hereof, and such holder shall have thirty (30) days to elect to: (i) Convert all, but not part, of the principal and earned interest into Common Stock of the Company or its successors in accordance with the terms of this Debenture; and 4 (ii) Failing any such conversion, the Company may, on the effective date of any such action by the Company elect to either; (a) pay the principal amount and earned interest then outstanding as adjusted to twelve percent (12%); or (b) retain the principal amount as debt, with the registered holder losing all rights to any further conversion of either principal or interest, and pay the registered holder such principal and interest thereon, at the times specified in this debenture; and (iii) In the case of the sale of a majority of Common Stock of the Company, as set forth in paragraph 5 (B), above, and the registered holder has elected to convert all of the principal and earned interest into Common Stock of the Company, or its successor as set forth in paragraph 5 (B) (i), above, then, and in only such an event, the registered holder shall: a) At the request of the Company agree to sell the same proportionate part of the aggregate of such registered holder's Common Stock (received hereunder) as the majority agrees to sell for the same consideration per Common Share and otherwise on the same terms and conditions obtained by the majority; and 5 b) Shall have the right to sell the same proportionate part of the aggregate of such registered holder's Common Stock (received hereunder) as the majority agrees to sell for the same consideration per Common Share and otherwise on the same terms and conditions obtained by the majority. 6. TAXES. The tax consequences associated with this Debenture are complex and can depend upon the particular circumstances of the registered Holder. Accordingly, the registered Holder should consult a tax advisor with respect to the tax treatment of any monies received hereunder. 7. ASSIGNMENT. Neither this debenture, nor any of the rights of the registered Holder hereunder, shall be assigned or assignable by the registered Holder, except in the event of his or her disability, incapacity or death, without the express written consent of the Company. 8. PRINCIPAL OBLIGATION. No provision of this Debenture shall alter or impair the obligation of the Company to fulfill its obligations under this Debenture, which are absolute and unconditional, and, except in the event of conversion or other occurrence as set forth herein, to pay the principal and interest on this Debenture, at the place, at the respective times, at the rate, and in the currency herein prescribed. 6 9. AUTHENTICATION. This Debenture shall not become valid or obligatory for any purpose until signed on behalf of the Company by its President, the corporate seal affixed hereto, and attested by the signature of the Secretary or Assistant Secretary. ATTEST: PIZZA DONINI INC. By: /s/ PETER DEROS ------------------------- ------------------------- , Secretary Peter Deros, President Date: September 1, 2000 7 EX-99.1.C 4 0004.txt EXHIBIT 99.1.C EXHIBIT 99.1.C BARTHOLEMEW INTERNATIONAL INVESTMENTS LTD. 3 Olde Street St. Heliere, Jersey Channel Island, JE2 3RG, March 30th, 2001 DONINI, INC. (FORMERLY PRS SUB VI, INC.) 4555 Boulevard des Grandes Prairies, Suite 30 St. Leonard, Quebec, H1R1A5 ATTENTION: PRESIDENT RE: Conversion of Debenture - -------------------------------- Dear Sirs: Reference is made to that certain Assignment of Debenture Agreement dated January 29th, 2001 between yourselves and the undersigned ("Bartholemew"), wherein Bartholemew assigned and transferred to you all of its right, title and interest to a Convertible Subordinated Debenture issued to Bartholemew by Pizza Donini Inc. and received from you a Convertible Subordinated Debenture of $500,000 U.S. of PRS Sub VI, Inc. We hereby instruct you to immediately proceed with the conversion of the Convertible Subordinated Debenture issued by you to Bartholemew on January 29th, 2001 into 2,206,855 shares of the common stock of Donini, Inc. (formerly PRS Sub VI, Inc.). It is our understanding that the stock so issued will be subject to compliance with U.S. federal and state security laws. Yours truly, BARTHOLEMEW INTERNATIONAL INVESTMENTS LTD. PER: /s/ TERENCE C. BYRNE ------------------------- Terence C. Byrne duly authorized for these purposes EX-99.1.D 5 0005.txt EXHIBIT 99.1.D EXHIBIT 99.1.D ASSIGNMENT OF DEBENTURE MADE AND ENTERED INTO AT MONTREAL, AS OF THE 29TH DAY OF JANUARY 2001. BY AND BETWEEN: BARTHOLEMEW INTERNATIONAL INVESTMENTS LTD., a Jersey trust, having an office at 3 Olde Street, St. Heliere, Jersey, Channel Island, JE2 3RG, herein represented by Terence C. Byrne, its agent, duly authorized as he so declares (hereinafter referred to as "BARTHOLEMEW") - -AND- PRS SUB VI, INC., a corporation duly incorporated in accordance with the laws of New Jersey, U.S.A., having its registered office at 425 Eagle Rock Avenue, Roseland, New Jersey, herein represented by John Frohling, duly authorized as he so declares (hereinafter referred to as "PRS") WHEREAS BARTHOLEMEW has advanced a total of FIVE HUNDRED THOUSAND DOLLARS U.S. ($500,000.00 U.S.) to Pizza Donini Inc. (hereinafter referred to as "DONINI"); WHEREAS pursuant to the advances by BARTHOLEMEW to Donini, Donini issued to BARTHOLEMEW a Convertible Subordinated Debenture in the principal amount of FIVE THOUSAND DOLLARS U.S. ($500,000.00 U.S.) (hereinafter referred to as the "Donini Debenture"), a copy of which is annexed hereto as Schedule "A" and forming an integral part thereof as if recited at length herein; WHEREAS PRS acquired from Peter Deros, Demaco M.C.S. Inc., Les Aliments Joe et Ray Ltee, 164634 Canada Inc., 99408 Canada Ltd., Theo Kalaitzis, Michael Morris, Domenico Ramacieri, Jean-Louis Mondou, Yolanda Martucci, Abdelkrim Filali, Francine Brouillet, Lionel Oberman, Sarkis Tsaoussian, Frank Anania and Dina Dariotis, as of the date hereof all of the issued and outstanding shares of Donini, the whole pursuant to the terms and conditions of a Memorandum of Agreement of Purchase and Sale (the "Sale Agreement"); WHEREAS pursuant to the terms and conditions of the Sale Agreement, PRS has undertaken to assume all of the rights and obligations ensuing pursuant to the Debenture issued by Donini to BARTHOLEMEW; WHEREAS, BARTHOLEMEW assigns to PRS, who wishes to acquire, all of its right, title and interests in the Debenture and any recourses ensuing therefrom, including any conversion rights, the whole in accordance with the terms and conditions of the present agreement; THE PARTIES HEREBY AGREE AS FOLLOWS: 1. That the preamble of the present agreement shall form an integral part thereof; 2. BARTHOLEMEW hereby transfers and assigns to PRS of all its right, title and interest to the Debenture issued to it by Donini, in the principal amount of FIVE HUNDRED THOUSAND DOLLARS U.S. ($500,000.00 U.S.), together with all rights, title, interests and recourses ensuing therefrom, including all conversion rights provided therein; 3. In consideration of the assignment of the Donini Debenture to PRS, and all rights and recourses, including all conversion rights available to BARTHOLEMEW, PRS hereby undertakes to issue to BARTHOLEMEW a convertible subordinate debenture (hereinafter referred to as the "PRS Debenture") in the principal amount of FIVE HUNDRED THOUSAND DOLLARS U.S. ($500,000.00 U.S.) under the same terms and conditions as the Donini Debenture, save and except that BARTHOLEMEW and PRS hereby agree that the PRS Debenture shall entitle BARTHOLEMEW to convert the PRS Debenture into an aggregate of two million two hundred and six thousand eight hundred and fifty-five (2,206,855) shares of the common stock of PRS. Upon the issuance of the PRS Debenture, PRS shall remit the Donini Debenture to Donini for cancellation. BARTHOLEMEW hereby acknowledges and declares that upon the issuance of the PRS Debenture by PRS, it shall have no further recourse or claim against Donini; 4. All notices, requests, demands and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if delivered by registered mail or by messenger or any other expedient method to PRS at the address indicated above and to BARTHOLEMEW at the address indicated hereinabove, together with a copy to 466 Cote St. Antoine, Westmount, Quebec, H3Y 2K1 or at such other address as either party may advise the other in writing and such notice shall be deemed to be received on the seventh (7th) day following its mailing, where the postal service is in full operation during such entire time, or on the actual date of delivery, where the notice is sent by messenger or other method of personal delivery. 2 5. The Parties hereby undertake to do such further things and execute such further documents as may be required in order to give full force and effect to the foregoing, including any documents required for registration at the movable register; 6. AND HERETO INTERVENES PIZZA DONINI INC., herein represented by its president, Mr. Peter Deros, duly authorized as he so declares, who acknowledges having taken cognizance of the present Agreement and hereby undertakes to execute such instruments and do such things as may be necessary in order to give full force and effect to the foregoing; 7. This Agreement shall enure to the benefit of the parties hereto, their successors, representatives and legal heirs; 8. This Agreement was drafted in English at the request of the parties hereto. Cette convention a ete redigee en anglais a la demande des parties aux presentes. AND THE PARTIES HAVE SIGNED AT THE PLACE AS OF THE DATE FIRST HEREINABOVE INDICATED. BARTHOLEMEW INTERNATIONAL INVESTMENTS LTD. Per: /s/ TERENCE C. BYRNE ------------------------- Terence C. Byrne duly authorized for these purposes PRS SUB VI, INC. Per: /s/ JOHN FROHLING ------------------------- John Frohling duly authorized for these purposes PIZZA DONINI INC. Per: /s/ PETER DEROS ------------------------- Peter Deros Duly authorized for these purposes 3 -----END PRIVACY-ENHANCED MESSAGE-----