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): June 30, 2003
CHANGE TECHNOLOGY PARTNERS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-13347 06-152875
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
537 STEAMBOAT ROAD, GREENWICH, CONNECTICUT 06830
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 661-6942
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N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 2003, Change Technology Partners, Inc., a Delaware corporation (the
"Company"), Textor Family Limited Partnership, a California limited partnership
(the "Buyer"), Canned Interactive, Inc., a Delaware corporation ("Canned"), and
Douglas Textor, as guarantor of the obligations of the Buyer ("Textor"), entered
into a Stock Purchase Agreement pursuant to which the Company sold to the Buyer
all of the issued and outstanding shares of capital stock of Canned in exchange
for 4,500,000 shares of common stock, par value $0.01 per share, of the Company
owned by the Buyer (the "Sale").
In connection with the Sale, all inter-company loans, debts, notes, amounts,
liabilities, advances and obligations of any kind owed by Canned to the Company
(collectively, "Inter-Company Loans") in excess of $300,000 were converted by
the Company into equity of Canned without the issuance to the Company of any
additional capital stock or the granting of any right to receive any additional
equity in Canned. In addition, the Company received $300,000 from Canned as
payment in full of the outstanding Inter-Company Loans.
Canned was the Company's sole revenue generating subsidiary before the Sale.
Based in Los Angeles, California, Canned designs and produces interactive media
such as digital video discs (DVD) and web sites, primarily for entertainment,
consumer goods, sports and technology companies.
The Buyer is a shareholder of the Company, owning 4,648,621 shares of common
stock of the Company before the Sale and 148,621 shares of common stock of the
Company after the Sale. Textor is currently employed as a managing director of
Canned and is the general partner of the Buyer. However, Textor is not a
director of Canned. A copy of the Stock Purchase Agreement is attached to this
report as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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2.1 Stock Purchase Agreement, dated June 30, 2003
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99.1 Pro Forma Financial Information.
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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.
Date: July 15, 2003
CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ Michael Gleason
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Michael Gleason
Chairman and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Stock Purchase Agreement, dated June 30, 2003.
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99.1 Pro Forma Financial Information.
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