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 14, 2002
FREEWILLPC.COM, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-48312 75-2877111
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
185 Madison Avenue, 10th Floor
New York, New York 10019
(Address of principal executive office, including zip code)
(212) 725-4423
(Telephone number, including area code)
Item 1 CHANGES IN CONTROL OF REGISTRANT
On June 14, 2002, in connection with the closing of the acquisition of
American Leisure Holdings, Inc., a Nevada corporation ("ALH") by FreewillPC.com,
Inc. (the "Registrant"), as more fully described in Item 2 below, Malcolm J.
Wright and his family acquired the beneficial ownership of 360,000 shares of
Series A Preferred Stock and 1,970,813 shares of Common Stock of the Registrant
as consideration for their beneficial ownership interests in ALH. Roger Maddock
acquired the beneficial ownership of 505,000 shares of Series A Preferred Stock
and 2,287,616 shares of Common Stock of the Registrant as consideration for his
beneficial ownership interests in ALH. Mr. Wright and his family and Mr. Maddock
control a majority of the voting power of the Registrant.
Also, in connection with the Registrant's acquisition of ALH, Vyrtex
Limited a UK company, which had acquired 3,830,000 shares of Common Stock of the
Registrant, surrendered 3,791,700 shares of Common Stock, as required under the
terms of the acquisition of ALH.
The Registrant's Series A Preferred Stock has the following rights,
privileges and preferences:
o The Series A Preferred Stock has a liquidation value of $10.00 per
share;
o The holders of Series A Preferred Stock are entitled to cumulative
dividends at the rate of $1.20 per share per year;
o The liquidation rights of the holders of Series A Preferred Stock
are senior to the holders of Common Stock;
o Each share of Series A Preferred Stock is convertible, at the
option of the holder, into ten shares of Common Stock. The
conversion rate is adjusted for stock splits and dividends, and
similar events, or if the market price of the Common Stock is
below $1.00, subject to certain limitations.
o The holders of Series A Preferred Stock have voting rights with
the holders of Common Stock as a single class based on the
conversion rate. Currently, each share of Series A Preferred Stock
is entitled to ten votes.
o The Registrant may redeem all of the Series A Preferred stock
outstanding, if any, in June 2007, equal to the liquidation value
plus any accrued and unpaid dividends.
Item 2 ACQUISITION OR DISPOSITION OF ASSETS
On June 14, 2002, the Registrant completed the acquisition of ALH. The
acquisition was completed by the purchase of 99% of the outstanding capital
stock of ALH. As consideration, the Registrant issued 880,000 shares of Series A
Preferred Stock and 4,819,665 shares of the Registrant's Common Stock. The
Registrant anticipates acquiring the remaining outstanding capital stock of ALH
for 197,000 shares of Common Stock. ALH is a holding company which has the
following subsidiary companies:
o American Professional Management Group, Inc., a Florida
corporation, which is the owner of a motel near Orlando, Florida.
o Sunstone Golf Resort, Inc., a Florida corporation, which owns 163
acres of land, with planning permission to develop a 799 vacation
home destination resort, near Orlando Florida.
o Leisureshare International PLC, a UK corporation, which is the
holding company of Leisureshare International Espanol S. A. a
Spanish leisure development company, Orlando Holidays, Inc., a
licensed seller of travel, Welcome to Orlando, Inc., an Orlando
meet and greet company and American Travel and Marketing Group,
Inc. a company specializing in the formation of Vacation Clubs
and the sale of travel related services to those clubs based
in Miami Florida.
o American Leisure, Inc., a Florida corporation, a holding company
which business includes two wholly-owned subsidiaries as follows:
o I-Drive Limo's, Inc., which owns and operates
limousines; and
o American Leisure Homes, Inc., which, through a joint
venture, is in the business of offering vacation
ownership properties for sale in Orlando, Florida.
Item 5 OTHER EVENTS
On June 26, 2002, the Registrant's Board of Directors was increased to
six members. The current Board of Directors consists of James Leaderer, The
Rt. Hon. Edward Seaga, Williston Clover, William Chiles, Malcolm J. Wright and
Gillian M Wright. Mr. Chiles was appointed as the Chairman of the Board.
Item 7 FINANCIAL STATEMENTS AND EXHIBITS
(a), (b) Financial Statements - The financial statements required under Item 7
of Form 8-K are not included in this initial report on Form 8-K. The Registrant
shall provide such financial statements by amendment within 60 days from the
date that this initial Form 8-K is filed with the Securities and Exchange
Commission.
(c) Exhibits
2.1 Stock Purchase Agreement by and among FreewillPC.com, Inc., et
al, dated June 14, 2002
3.1 Certificate of Designations of Series A Preferred Stock
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 28, 2002 FREEWILLPC.COM, INC.
By: /s/ JAMES LEADERER
-----------------------------
James Leaderer, President
EXHIBIT INDEX
Exhibit Description
No.
2.1 Stock Purchase Agreement by and among FreewillPC.com, Inc., et al, dated
June 14, 2002
3.1 Certificate of Designations of Series A Preferred Stock