-----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, Sj6XkeBR5dyz8R4EgdXoAmOwuNu8GmgZ5uHsgfLodqhYDv5kdhjDqsS6ffsNj/B/ 60qAc21+mTWYyFrwgINFVQ== 0001264931-04-000066.txt : 20040702 0001264931-04-000066.hdr.sgml : 20040702 20040702142602 ACCESSION NUMBER: 0001264931-04-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040701 ITEM INFORMATION: Other events FILED AS OF DATE: 20040702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAIRMAX INTERNATIONAL INC CENTRAL INDEX KEY: 0000821524 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133422912 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00668 FILM NUMBER: 04899223 BUSINESS ADDRESS: STREET 1: 9900 W. SAMPLE RD., STE. 300 CITY: CORAL SPRINGS STATE: FL ZIP: 33065 BUSINESS PHONE: 954-825-0299 MAIL ADDRESS: STREET 1: 9900 W. SAMPLE RD., STE. 300 CITY: CORAL SPRINGS STATE: FL ZIP: 33065 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL BEAUTY CORP DATE OF NAME CHANGE: 20011010 FORMER COMPANY: FORMER CONFORMED NAME: BEAUTYMERCHANT COM INC DATE OF NAME CHANGE: 19991029 FORMER COMPANY: FORMER CONFORMED NAME: ATR INDUSTRIES INC/NV/ DATE OF NAME CHANGE: 19990427 8-K 1 doc1.txt 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): July 1, 2004 HAIRMAX INTERNATIONAL, INC. --------------------------- (Exact Name of Registrant as Specified in Charter) Nevada ------ (State or Other Jurisdiction of Incorporation) 000-30212 --------- (Commission File Number) 13-3422912 ---------- (I.R.S. Employer Identification No.) 9900 West Sample Road, Coral Springs, FL 33065 ----------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (954) 825-0299 -------------- (Registrant's Telephone Number, Including Area Code) This Current Report on Form 8-K is filed by Hairmax International, Inc., a Nevada corporation (the "Registrant"), in connection with the items described below. ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT. Not Applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not Applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not Applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not Applicable. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On July 1, 2004, the Registrant filed an election with the Commission pursuant to Section 54(a) of the Investment Company Act of 1940 (the "Act"), to be subject to the provisions of sections 55 through 65 of the Act and be regulated as a Business Development Company (a "BDC"). A copy of a press release, which provides some background information on the Registrant's election, is attached hereto as Exhibit 99.1. In connection with its election to become a BDC, the Registrant is in the process of appointing a Board of Directors composed of a majority of non-interested directors, as well as an Investment Committee composed entirely of non-interested directors which will make recommendations with respect to investment opportunities that the Registrant submits to the Investment Committee for consideration. In addition, the Registrant has filed an amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase the number of shares of authorized common stock from 100,000,000 to 500,000,000 shares. This was done to facilitate the planned offering of shares of common stock for sale pursuant to the exemption afforded by SEC Reg. Sections 230.601 to 230.610a. Finally, the Registrant has filed a Certificate of Amendment to Certificate of Designation of the Rights and Preferences of the Series A Convertible Preferred Stock with the Secretary of State of Nevada to (1) eliminate the existence of a liquidation preference for the Series A Convertible Preferred Stock, which is set forth in Section 4 thereof, and (2) increase the Conversion Ratio from ten (10) shares of fully paid and nonassessable shares of Common Stock for each share of Series A Convertible Preferred Stock to two hundred (200) shares of fully paid and nonassessable shares of Common Stock for each share of Series A Convertible Preferred Stock, which ratio is set forth in Section 3(a) thereof. Such an increase in the Conversion Ratio of the Series A Convertible Preferred Stock may have the effect of preventing the significant dilution in management's ownership stake that would ordinarily result from the large scale equity financings which are currently under consideration. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not Applicable. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Not Applicable. ITEM 8. CHANGE IN FISCAL YEAR. Not Applicable. 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 hereunto duly authorized. HAIRMAX INTERNATIONAL, INC. July 2, 2004. By: /s/ Edward A. Roth ---------------------- Edward A. Roth President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated July 1, 2004. EX-99.1 2 doc2.txt PRESS RELEASE DATED 7/1/2004 EXHIBIT 99.1 HAIRMAX INTERNATIONAL BECOMES A BUSINESS DEVELOPMENT COMPANY (BDC) HAIRMAX INTERNATIONAL INC.(HRMX) MANAGEMENT ANNOUNCED TODAY THAT HAIRMAX INTERNATIONAL INC. HAS FILED AN ELECTION TO BECOME A BUSINESS DEVELOPMENT COMPANY, WITH THE U.S. SECURITIES EXCHANGE COMMISSION, AND TO BE FURTHER REGULATED UNDER THE INVESTMENT COMPANY ACT OF 1940, PURSUANT TO SECTION 54 OF THE ACT. THE COMPANY IS MAKING THIS TRANSITION TO A BDC TO FURTHER ENHANCE ITS OPPORTUNITIES TO INVEST IN SELECTED BUSINESSES IN THE BEAUTY AND RELATED INDUSTRIES IN ORDER TO FURTHER BUILD AND DEVELOP THE COMPANY. ADDITIONAL CHANGES INCLUDE THE PLANNED RESTRUCTURING OF THE BOARD OF DIRECTORS SO THAT IT WILL CONSIST OF A MAJORITY OF INDEPENDENT DIRECTORS, AND THE FORMATION IN THE FUTURE OF A BUSINESS INVESTMENT COMMITTEE TO ADVISE ON POTENTIAL ACQUISTIONS FOR THE COMPANY. EDWARD A. ROTH, PRESIDENT AND CEO STATED "WE LOOK FORWARD TO THE MANY BENEFITS AND CHALLENGES OF BECOMING A BUSINESS DEVELOPMENT COMPANY. THIS TRANSFORMATION, WILL HELP WITH OUR PLANS TO GROW BY INVESTMENT AND ACQUISTION, AND WILL POSITION US IN THE SAME LEAGUE AS MANY SUCCESSFUL BDCS PRESENTLY TRADING ON THE NASDAQ AND OVER-THE-COUNTER BULLETIN BOARD EXCHANGES". Hairmax International, Inc. is a Business Development Company, operated pursuant to the Investment Company Act of 1940. It holds various enterprises as investments, and seeks to develop companies in which it has an interest. It specializes in business development within the personal services industry. These include the company's HAIRMAX subsidiaries, as well as future acquisitions of existing businesses that further serve to enhance the company's business operations. This press release may include statements that constitute "forward-looking" statements usually containing the words "plans," "expects," "believes," "projects," "intends" or similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed by the company with the Securities and Exchange Commission including forms 8k, 10sb, and 10-ksb. These risks and uncertainties include, but are not limited to the following: Company's limited working capital, competitive nature of hair services, consumer spending habits, legal and economic uncertainties, and changes in consumer shopping trends and or availability of financing. Contact Information: Hairmax International Corp., Coral Springs,Florida Edward A. Roth, 954-825-0299 URL: http://www.hairmax.cc corporate@hairmaxsalons.com -----END PRIVACY-ENHANCED MESSAGE-----