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): May 24, 2002
ABBOTT MINES LIMITED
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-33197 88-0467845
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification
Number)
535 West 34 Street, 5th Floor, New York, New York 10001
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(Address of Principal Executive Offices)
(212) 962-9277
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(Registrant's Telephone Number, including area code)
1040 West Georgia Street, Suite 1160, Vancouver, British Columbia,
Canada V6E 4H1
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change In Control.
Effective May 24, 2002 (the "Closing Date"), Abbott Mines Ltd. (the
"Registrant") closed a share exchange transaction (the "Transaction") pursuant
to a Share Exchange Agreement (the "Exchange Agreement") dated as of May 16,
2002, by and among the Registrant, Carlo Civelli, Mike Muzylowski, WARP
Solutions Inc. ("WARP"), Karl Douglas, John Gnip and the Sellers as Identified
on Schedule A thereto. In accordance with the terms of the Exchange Agreement,
the Registrant issued approximately 7,426,453 shares of common stock, par value
$.00001 per share (the "Common Stock") to the participating WARP stockholders in
exchange for approximately eighty-two percent (82%) of the issued and
outstanding capital stock of WARP. A copy of the Exchange Agreement is attached
as an Exhibit hereto and is incorporated herein by reference.
As a result of the Transaction, the participating WARP stockholders
became holders of approximately 74% of the Registrant's issued and outstanding
shares of Common Stock as of the Closing Date. Pursuant to the Exchange
Agreement: i) Mike Muzylowski resigned his positions as President, Chief
Executive Officer, Treasurer, Chief Financial Officer and director of the
Registrant, ii) Carlo Civelli resigned his position as the Secretary of the
Registrant, and iii) Karl Douglas and John Gnip were appointed as members of the
board of directors of the Registrant. The details of the Transaction, including
all information required by Item 1 of this Current Report on Form 8-K (the
"Report"), are set forth in "Item 2. Acquisition or Disposition of Assets"
below, the contents of which are incorporated herein by reference.
In connection with the Transaction, the information required by Rule
14f-1 promulgated under the Securities Exchange Act of 1934, as amended, was
disclosed by the Registrant in its Current Report on Form 8-K filed on May 10,
2002, the contents of which are incorporated herein by reference.
Item 2. Acquisition or Disposition of Assets.
On May 24, 2002, the Registrant, a Nevada corporation, acquired
approximately eighty-two percent (82%) of the issued and outstanding capital
stock of WARP, a Delaware corporation (the "Transaction"). In accordance with
the terms and conditions of the Exchange Agreement, the Registrant issued
1.3813632 shares of its Common Stock for each one (1) share of WARP common stock
acquired. As of June 7, 2002, the Registrant has acquired an aggregate of
5,376,165 million shares of the issued and outstanding common stock, par value
$.01 per share, of WARP in exchange for an aggregate of 7,426,453 million shares
of the Registrant's authorized but unissued shares of Common Stock (the
"Consideration Shares"). Following the closing of the Transaction, WARP became a
subsidiary of the Registrant and the operations of WARP
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became the primary operations of the Registrant. The share exchange under the
Exchange Agreement is ongoing and the Registrant anticipates that additional
WARP stockholders will tender their WARP stock for shares of the Registrant's
Common Stock.
The Consideration Shares have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"). The Consideration Shares were
issued to the WARP stockholders pursuant to an exemption from registration under
Section 4(2) of the Securities Act, and Rule 506 of Regulation D promulgated
thereunder. The Consideration Shares are subject to restrictions on transfer and
sale under the Securities Act and may only be transferred or resold pursuant to
an effective registration statement or in compliance with an exemption from such
registration. In connection with the Transaction, Karl Douglas and John Gnip
each signed lock-up agreements with a term of one year. The terms and conditions
of the Exchange Agreement were determined through arms-length negotiations
between the parties.
Under the terms and conditions of the Exchange Agreement, the following
transactions took place on or subsequent to the Closing Date:
o As of June 7, 2002, approximately 7,426,453 shares of Common
Stock were issued to the participating WARP stockholders in
exchange for approximately eighty-two percent (82%) of the
outstanding common stock of WARP.
o Mike Muzylowski resigned from all positions as an officer and
director of the Registrant.
o Carlo Civelli resigned from all positions as an officer of the
Registrant.
o Mr. Muzylowski returned 6,250,000 shares of the Registrant's
Common Stock to the Registrant for cancellation.
o Mr. Civelli returned 6,250,000 shares of the Registrant's Common
Stock to the Registrant for cancellation.
o Karl Douglas and John Gnip were appointed members of the
Registrant's Board of Directors. Accordingly, following the
Closing Date the Registrant's Board of Directors consists of
Messrs. Douglas, Gnip and Civelli.
o The Registrant's Board of Director's appointed Karl Douglas as
President and Chief Executive Officer and John Gnip as Chief
Operating Officer and Secretary of the Registrant.
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o As of the Closing Date and the date of the filing of this Report,
Messrs. Douglas and Gnip each owned 1,491,873 shares of the
Registrant's Common Stock. All shares of Registrant's Common
Stock owned by Messrs. Douglas and Gnip are subject to a one-year
lockup agreement prohibiting certain transfers and sales of such
shares for a period of one year from the Closing Date.
o The Registrant relocated its executive offices from 1040 West
Georgia Street, Suite 1160, Vancouver, British Columbia, Canada
V6E 4H1 to 535 West 34 Street, 5th Floor, New York, New York
10001.
Readers are referred to the Exchange Agreement, a copy of which is
attached as Exhibit 2.1 to this Report, and is incorporated herein by reference.
Business of WARP
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As a result of the Transaction, the operations of WARP, a subsidiary of
the Registrant, will be the primary operations of the Registrant. Additional
information concerning WARP can be found at WARP's website located at:
www.warpsolutions.com. The following is a brief description of the operations of
WARP:
WARP was incorporated under the laws of the State of Delaware in
December 1999. WARP is a development stage company that produces the WARP 2063
Application Pre-Processor (the "WARP 2063"), a computer network appliance that
seeks to improve the speed and reliability of the transactions and information
requests that are processed over Internet and Intranet networks. WARP has
developed a unique and proprietary technology which is designed to accelerate
the processing of what are called "dynamic content" requests. Currently, most
network infrastructures require that dynamic content requests travel through the
application and data base server layers (i.e. to the core) of that network's
infrastructure for processing and then back to the user. This can result in
performance bottlenecks, slow response times, high transactional costs and a
lower overall quality of experience for the network's user.
WARP's technology moves the processing of dynamic content requests away
from the core of an enterprises' network infrastructure. By doing so, WARP's
technology and product should enable an enterprise to improve the efficiency of
its application infrastructure resulting in:
i) The elimination of complex transaction-processing bottlenecks,
ii) Improved response times,
iii) Increased user quality of experience, and
iv) Lower hardware and implementation costs.
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The WARP 2063 eliminates the need for repeated dynamic content requests
to traverse through the application and database layers of a network's
infrastructure by pre-processing or storing (i.e. caching) the responses for the
most frequently requested information in its memory away from the core of the
infrastructure and diverting such requests to memory for processing. In doing
so, this feature reduces the need for the application server and data server of
network's infrastructure to process certain dynamic content transactions.
Additionally, the time required to process such transactions (i.e. latency) can
be dramatically shortened. By so doing, the WARP 2063 has moved the processing
of dynamic content transactions away from the application and data server layers
of the network's infrastructure. The WARP 2063 creates greater response speed
and increases network efficiency by accelerating the processing of dynamic
content requests, thereby increasing a user's quality of experience. At present,
the WARP 2063 is considered to be an early stage product. WARP believes that the
product will require one to two years of customer requested feature enhancements
to reach maturity.
WARP's current marketing efforts consist mainly of direct contacts
between our sales group and potential channel resellers and direct customers.
Such contacts generally take place either by telephone or in person. WARP is not
currently engaged in any general advertising campaigns and does not foresee any
such campaigns in the near future. WARP's current internal sales force consists
of two full time WARP employees and two independent contractors retained by
WARP. On a general basis, WARP's sales employees manage domestic sales efforts
and its independent contractors handle sales efforts in Europe. WARP's sales
efforts are currently focused mainly on developing its channel reseller network.
Over the last two years, WARP has spent a total of approximately
$6,250,000 on research and development activities related to its technology.
Approximately half of that amount was spent on the development of the general
core library components of WARP's technology, many of which are used in the WARP
2063, and one-third was spent specifically on the development of the WARP 2063.
WARP's next generation technology, known as "GTEN" for "Global Transaction
Enabled Network," is currently in development. It is anticipated that the GTEN
technology will enable WARP to develop a product that is designed to offer the
same level of transactional efficiency obtained by the WARP 2063, but over a
globally distributed network or a wide area network. WARP estimates that GTEN
should be available for customer testing in approximately six (6) months and
that it should be ready for general release and sale by May 2003.
Certain of the matters discussed herein include forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act of 1934. Statements that are predictive in nature, that
depend upon or refer to future events or conditions, or that include words such
as "expects", "anticipates", "intends", "plans", "believes", "estimates",
"should" and similar expressions are forward-looking statements. The actions of
current and potential new competitors, changes in technology, seasonality,
business cycles, and other factors may impact greatly upon strategies and
expectations and are outside the Registrant's direct control.
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Item 6. Resignation of Director.
On May 15, 2002, in connection with the Transaction, Mr. Mike Muzylowski
resigned as a Director of the Registrant effective on the Closing Date. There
were no disputes or disagreements between the Registrant and Mr. Muzylowski.
On May 21, 2002, in connection with the Transaction, the Board of Directors
of the Registrant appointed Karl Douglas and John Gnip to serve as directors of
the Registrant to fill vacancies on its Board of Directors. The following is
biographical information on Mr. Douglas and Mr. Gnip:
Karl Douglas, Age 39: On May 24, 2002, Mr. Douglas was appointed Chief
Executive Officer and President of the Registrant. Since December 1999, Mr.
Douglas has been the Chief Executive Officer and a director of WARP. Mr. Douglas
has over 15 years of experience managing Enterprise level information technology
systems and departments for Fortune 500 companies. From August 1998 to December
1999, Mr. Douglas was a Vice President at Merrill Lynch and Co. where he was a
senior strategic technology manager. From August 1994 to August 1998, Mr.
Douglas was a Vice President and a Global Technology Infrastructure Manager for
JP Morgan's Financial Division, during which time he managed a $105 million
technology portfolio and a 125 person technology staff. From January 1992 to
August 1994, Mr. Douglas was a Vice President in the information technology
department at Bear Stearns, Inc. Mr. Douglas majored in physics and economics at
Princeton University and received his B.A. in 1985.
John Gnip, Age 35: On May 24, 2002, Mr. Gnip was appointed Chief Operating
Officer and Secretary of the Registrant. Since December 1999, Mr. Gnip has been
the Chief Information Officer and a director of WARP. Mr. Gnip has over 10 years
experience delivering mission critical commercial software applications. From
1998 to 1999, Mr. Gnip was a Senior Technology Consultant whose client was
Merrill Lynch and Co. From 1994 to 1998, Mr. Gnip was a Senior Technology
Consultant whose client was JP Morgan. From 1992 to 1994, Mr. Gnip was a Senior
Software Engineer at Systems Strategies, Inc. in Melville, N.Y., where he was
one of the original lead engineers developing a top selling middleware-messaging
product for the "IBM MQ Series". From 1990 to 1992, Mr. Gnip was a programmer
analyst at the Federal Reserve Bank of New York. Mr. Gnip received a B.S. degree
in Computer and Information Science from Brooklyn College in 1996.
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Item 7. Financial Statement and Exhibits.
(a) Financial Statements of the Business Acquired
The financial statements responsive to this Item 7(a) shall be filed by
an amendment to this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The financial statements responsive to this Item 7(b) shall be filed by
an amendment to this Current Report on Form 8-K.
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K:
Exhibit Description
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2.1 Form of Share Exchange Agreement dated as of May 16, 2002 by and
among Abbott Mines, Ltd., Carlo Civelli, Mike Muzylowski, WARP
Solutions, Inc., Karl Douglas, John Gnip and the Persons Identified
on Schedule A thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Abbott Mines, Ltd. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 7, 2002
ABBOTT MINES, LTD.
By: /s/ Karl Douglas
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Karl Douglas, CEO and President
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EXHIBIT INDEX
The following Exhibits are filed herewith:
Exhibit Description
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2.1 Form of Share Exchange Agreement dated as of May 16, 2002 by and
among Abbott Mines, Ltd., Carlo Civelli, Mike Muzylowski, WARP
Solutions, Inc., Karl Douglas, John Gnip and the Persons
Identified on Schedule A thereto.
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