8-K 1 d02-35882.txt FORM 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) February 6, 2002 ------------------------------- driversshield.com Corp. ----------------------- (Exact name of registrant as specified in its charter) New York 0-21467 11-2750412 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 51 East Bethpage Road, Plainview, New York 11803-4224 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (516) 694-1010 ------------------------------ -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) This document contains pages 5. The Exhibit Index is located on page 3. Item 2. Acquisition or Disposition of Assets On February 6, 2002, driversshield.com Corp. (the "Company") consummated the sale of all of the capital stock of its wholly owned subsidiary, driversshield.com FS Corp. ("FS"), to PHH Vehicle Management Services, LLC. ("PHH") for the purchase price of $6.3 million. FS operates a fleet claims management business servicing large corporate and governmental fleets. Additionally, PHH purchased $1 million of the Company's Series A Convertible Preferred Stock. Both of these transactions were approved by shareholders that voted at the Company's 2000 Annual Meeting of Shareholders, held on February 4, 2002, representing a majority of the outstanding common stock shares of the Company. Item 7. Financial Statements and Exhibits 10.1 Stock Purchase Agreement dated October 29, 2001 by and among PHH Vehicle Management Services, LLC, and driversshield.com Corp., and driversshield.com FS Corp. fild with the Company's Form 10- QSB for the period ended September 30, 2001 and incorporated by reference herein. 99.1 Press release issued by the Company on February 7, 2002 filed herein. 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. driversshield.com By: /s/ Barry Siegel ----------------------------- Name: Barry Siegel Title: Chairman and CEO Date: February 11, 2002 2 Exhibits Index Exhibit Number Description -------------- ----------- 10.1 Stock Purchase Agreement dated October 29, 2001 by and among PHH Vehicle Management Services, LLC, and driversshield.com Corp., and driversshield.com FS Corp. filed with the Company's Form 10-QSB for the period ended September 30, 2001 and incorporated by reference herein. 99.1 Press release issued by the Company on February 7, 2002 filed herein. 3