sec document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 1, 2002
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SPORTING MAGIC, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-25247 95-4675095
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7625 Hamilton Park Drive, Chattanooga, Tennessee 37421
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Address of principal executive offices
Registrant's telephone number, including area code: 423-296-8213
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
Pursuant to the terms of an Agreement and Plan of Merger, (the
"Merger Agreement"), dated as of March 1, 2002 and as amended on May 16, 2002,
by and among Sporting Magic, Inc., a Delaware corporation (the "Company"), CMJ
Acquisition Corp. ("Merger Sub"), a Delaware corporation and wholly-owned
subsidiary of the Company, CMJ Ventures, Inc., a Florida corporation ("CMJ") and
Sean Garber, Lisa Garber and Mark Carter, who comprised all of CMJ's
stockholders (the "CMJ Stockholders"), Merger Sub was merged with and into CMJ
(the "Merger") effective as of June 1, 2002 (the "Effective Time"). As a result
of the Merger, CMJ became a wholly-owned subsidiary of the Company.
At the Effective Time, each outstanding share of CMJ common stock,
$1.00 par value per share, was converted into the right to receive 2,545.4545
shares of common stock, $.001 par value per share, of the Company. A total of
1,400,000 shares of Company common stock were issued to the CMJ Stockholders
pursuant to the Merger.
The amount of the consideration paid in the Merger was determined
through arms-length negotiations between representatives of the Company and CMJ.
Prior to the date of the Merger Agreement, CMJ was a customer of Next Marketing,
Inc., a wholly owned subsidiary of the Company. In connection with the Merger,
the Company entered into an employment agreement with Sean Garber, the president
and chief executive officer of CMJ immediately prior to the Effective Date.
Prior to the Merger, CMJ was a privately held company that focused
on the design, manufacture and distribution of licensed promotional products.
The Company expects to continue the operations of CMJ.
Item 7. Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired.
It is impracticable to provide the financial information required under
this Item as of the date this Current Report on Form 8-K must be filed. The
required financial statements will be filed as an amendment to this Form 8-K as
soon as practicable, but not later than 60 days after the date this Current
Report on Form 8-K must be filed.
(b) Pro Forma Financial Statements
It is impracticable to provide the pro forma financial information
required under this Item as of the date this Current Report on Form 8-K must be
filed. The required pro forma financial information will be filed as an
amendment to this Form 8-K as soon as practicable, but not later than 60 days
after the date of this Current Report on Form 8-K must be filed.
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(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of March 1, 2001, by
and among Sporting Magic, Inc., CMJ Acquisition Corp., CMJ
Ventures, Inc., Sean Garber, Lisa Garber and Mark Carter.
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as
of May 16, 2002, by and among Sporting Magic, Inc., CMJ
Acquisition Corp., CMJ Ventures, Inc., Sean Garber, Lisa
Garber and Mark Carter.
99.1 Press Release issued by Sporting Magic, Inc. on June 17,
2002.
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SIGNATURE
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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.
Dated: June 17, 2002 SPORTING MAGIC, INC.
By: /s/ Dan Cooke
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Dan Cooke, President