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): January 16, 2004
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AMERICAN BUSING CORPORATION
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(Exact name of Registrant as specified in its charter)
Nevada 000-50243 33-1025552
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(State of Incorporation (Commission File No.) (IRS Identification Number)
or Other Jurisdiction)
13134 State Route 62, Salem, Ohio 44460
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(Address of principal executive offices)
(330) 332-8534
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Registrant's telephone number including area code
23518 N. 78th Street, Scottsdale, Arizona 85255
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(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant.
Acquisition of W.W. Cycles, Inc.
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Pursuant to the provisions of a Stock Purchase and
Reorganization Agreement dated as of December 30, 2003 (the
"Agreement"), by and among American Busing Corporation (the
"Company"), Edmond Forister, W.W. Cycles, Inc., an Ohio
corporation ("Cycles"), and Gregory A. Haehn, Russell A. Haehn
and Philip A. Andrews (collectively, the "Cycles Shareholders"),
on January 16, 2004 (the "Closing Date"), the Company, among
other things, issued an aggregate of 7,850,000 restricted shares
of common stock, $.001 par value ("Common Stock") of the Company,
in exchange for one hundred (100) issued and outstanding shares
of the common stock of Cycles, resulting in Cycles becoming a
wholly-owned subsidiary of the Company (the "Acquisition").
Purchase of Additional Shares by Cycles Shareholders from Selling
Shareholder
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On the Closing Date, pursuant to the provisions of the
Agreement, and the provisions of a Stock Purchase Agreement dated
as of December 30, 2003, by and between Gregory A. Haehn, Russell
A. Haehn and IFG Investments Services Inc. (the "Selling
Shareholder Agreement"), Messrs. Gregory A. Haehn and Russell A.
Haehn, two of the Cycles Shareholders, purchased 150,000 shares
of the Common Stock from an existing shareholder of the Company
for an aggregate purchase price of $178,750. Because the Haehns
are affiliates of the Company, such 150,000 shares of Common
Stock became restricted securities.
Repurchase of Edmond Forister's Shares and Cancellation of Loans
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On the Closing Date, pursuant to the provisions of the
Agreement, and the provisions of a Repurchase Agreement dated as
of December 30, 2003, by and between the Company and Mr. Forister
(the "Forister Repurchase Agreement"), in consideration for the
payment of $21,250 from the Company to Mr. Forister, the
Company's sole director and officer prior to the Acquisition (i)
the Company purchased from Mr. Forister all 8,500,000 shares of
Common Stock owned by Mr. Forister, and (ii) Mr. Forister
canceled all outstanding loans from him to the Company, in an
approximate aggregate principal amount of $30,000.
The $21,250 paid to Mr. Forister by the Company for the
purchase of his 8,500,000 shares of Common Stock and the
cancellation of his outstanding loans to the Company was provided
to the Company by Russell A. Haehn, an officer, director and
controlling shareholder of Cycles, and after the Acquisition,
also of the Company, as a loan (the "Haehn Loan"). The Haehn
Loan, which accrues interest at a rate of 8% per year, is payable
by the Company at any time upon the demand of Mr. Haehn.
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Sale of Subsidiary
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On the Closing Date, pursuant to the provisions of the
Agreement, and the provisions of a Share Purchase Agreement dated
as of December 30, 2003, by and between Kim Dmuchowski and the
Company (the "Subsidiary Sale Agreement"), the Company sold to
Ms. Dmuchowski, the sole director and officer of the Company's
subsidiary, Able Busing Corporation ("Able"), for nominal
consideration, all 100 shares of common stock of Able owned by
the Company, so that Able is no longer a subsidiary of the
Company.
The Forister Repurchase Agreement, the Selling Shareholder
Agreement and the Subsidiary Sale Agreement are sometimes
collectively referred to hereafter as the "Related Agreements."
Change of Control
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On the Closing Date, Mr. Forister, the sole director and
officer of the Company resigned as a director and officer of the
Company and was replaced by Gregory A. Haehn and Russell A.
Haehn. Russell A. Haehn became the Chairman, Chief Executive
Officer, Secretary and a Director of the Company. Gregory A.
Haehn became the President, Chief Operating Officer, Treasurer
and a Director of the Company.
As a result of the Acquisition and the consummation of the
other transactions under the Agreement and the Related
Agreements, as of the Closing Date, the Company had 10,425,000
issued and outstanding shares of Common Stock, of which the
Cycles Shareholders own, in the aggregate, 8,000,000 shares of
Common Stock, representing approximately 76.74% of the issued and
outstanding shares of Common Stock. Such 8,000,000 shares of
Common Stock were acquired by the Cycles Shareholders as a result
of the acquisition of the 7,850,000 of Common Stock pursuant to
the Acquisition and the purchase of the 150,000 shares of Common
Stock under the Selling Shareholder Agreement. Of such amount,
Russell A. Haehn owns 4,785,000 shares of Common Stock (45.90% of
the issued and outstanding Common Stock) and Gregory A. Haehn
owns 2,815,000 shares of Common Stock (27.00% of the issued and
outstanding shares of Common Stock). The third Cycles
Shareholder owns the remaining 400,000 shares of Common Stock
which represents less than 4% of the issued and outstanding
Common Stock.
The change of control of the Company's Board of Directors
was not submitted to the shareholders of the Company for their
approval. In lieu of obtaining such approval, the Company filed
a Schedule 14f-1 Information Statement with the Securities and
Exchange Commission ("SEC") on December 24, 2003, reporting the
proposed change of control, and mailed such Information Statement
to all shareholders of record at least ten days prior to the
Closing Date.
Biographical Information on New Directors
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Russell A. Haehn
Russell A. Haehn was appointed Chairman, Chief Executive
Officer, Secretary and a director of the Company at the closing
of the Acquisition. Mr. Haehn also has held the same positions
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with Cycles since immediately prior to the Acquisition (and from
1984 as a director of Cycles). From 1984 until immediately prior
to the Acquisition, Mr. Haehn was the Vice President of Cycles.
From 1990 to 2000, Mr. Haehn also was the founder, President, a
director and the sole shareholder of Andrew Cycles Incorporated,
which was an importer and exporter of motorcycles.
Gregory A. Haehn
Gregory A. Haehn was appointed President, Chief Operating
Officer, Treasurer and a director of the Company at the closing
of the Acquisition. Mr. Haehn also has held the same positions
with Cycles since immediately prior to the Acquisition. Mr.
Haehn, since its inception in 1998, also has been the President,
director and sole shareholder of Yukon International Inc., a
manufacturer, distributor and retailer of fitness equipment.
From May 2000 to December 2000, Mr. Haehn was President of
Interactive Marketing Technologies, Inc., a publicly-traded
company in the direct marketing business. From 1988 to 1997, Mr.
Haehn was the founder, President and sole shareholder of Midwest
Motorsports Inc., a power sports dealership in Akron, Ohio which
sold motorcycles. Additionally, from 1976 to 1997, Mr. Haehn was
the President of Worldwide Auto Parts Inc., a leading regional
auto parts supply business in northeastern Ohio.
Item 2. Acquisition or Disposition of Assets.
Sale of Operating Subsidiary
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As described in Item 1 above, the Company has divested
itself of its only subsidiary, Able, pursuant to the sale of all
of its shares of Able common stock to Ms. Dmuchowski, who is the
sole officer and director of Able. Ms. Dmuchowksi purchased such
shares for nominal consideration. Substantially all of the
Company's assets were held by and its business operations were
conducted through Able.
Acquisition of New Business
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Cycles, as a wholly-owned subsidiary of the Company, will
continue to operate its business as a retail dealer of
motorcycles, all terrain vehicles, scooters and personal
watercraft, under the name "Andrews Cycles." Cycles' audited
financial statements, as of and for the year ended December 31,
2003, are not yet available. Such audited financial statements
will be filed by amendment to this Form 8-K within the time
period proscribed under the applicable SEC rules and regulations.
For the year ended December 31, 2002, based upon Cycles' audited
financial statements, Cycles' sales revenues and net income were
$38,461,692 and $1,014,408, respectively. In addition, as of
December 31, 2002, Cycles had total assets and liabilities of
$10,084,106 and $8,822,956, respectively. The financial
information set forth above for and as of December 31, 2002 is
not necessarily indicative of Cycles' financial results for and as
of December 31, 2003, and no assurances can be made that Cycles'
financial results for the year ended December 31, 2003 will bear
any relationship to Cycles' audited financial information for the
year ended December 31, 2002.
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Cycles will continue to do business as a retail dealer of
motor sports vehicles at its facility in Salem Ohio. Cycles
currently holds a leasehold interest at this facility, for
approximately 30,000 square feet of space, which is used for the
operation of a retail motor sports dealership. All assets of
Cycles, including motor vehicle inventories are maintained at
these facilities. Russell A. Haehn, an officer, director and
controlling shareholder of the Company, is the owner of the
property being leased to Cycles for such facility. The Company
believes that the terms of the lease are no less favorable to
Cycles, than if it had leased the facility from an unrelated
third party in an arms-length transaction. The lease expires on
October 31, 2009.
Issuance of Warrants to Purchase up to 1,000,000 shares
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The Company has agreed to issue to a financial advisor (the
"Advisor") warrants to purchase up to 1,000,000 shares of the
Common Stock (the "Warrants") in consideration for financial
advisory services provided to Cycles in connection with the
Acquisition and to the Company following the Acquisition.
The Warrants are exercisable for a period of six years after
their date of issuance, at an exercise price of $1.00 per share
of Common Stock, provided that the Warrants may not be exercised
prior to the first anniversary date of issuance. The Warrants
contain standard anti-dilution rights in the event of any
reorganization or recapitalization of the Company such as a stock
split, a payment of dividends in shares of Common Stock or the
merger of the Company into another entity. In the event that the
Advisor and/or the other holders of the Warrants were to exercise
their rights to purchase all 1,000,000 shares of Common Stock
available under the Warrants (which they cannot do until one year
after issuance of the Warrants), the Advisor and/or such other
holders would own approximately 8.75% of the Company's issued and
outstanding shares of Common Stock (based on the number of shares
of Common Stock currently issued and outstanding (10,425,000)
plus the additional 1,000,000 shares purchased).
Item 5. Other Events.
According to information provided by prior management of the
Company, pursuant to an effective Registration Statement on Form
SB-2 filed by the Company with the Securities and Exchange
Commission ("SEC"), certain selling shareholders of the Company
named in said Registration Statement informed prior management of
the Company that they previously had sold shares of Common Stock
of the Company from late November through early December 2003.
Item 7. Financial Statements and Exhibits.
Financial Statements
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The Company is not filing the financial statements or pro
forma financial information required by this Item in its initial
report on Form 8-K, but will file such financial statements and
pro forma financial information by amendment within the time
period proscribed under the applicable SEC rules and regulations.
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Exhibits
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The following exhibits are filed herewith:
Exhibit Number Exhibit
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2.1 Stock Purchase and Reorganization Agreement
dated as of December 30, 2003, by and among
American Busing Corporation, Edmond Forister,
W.W. Cycles, Inc., Gregory A. Haehn, Russell
A. Haehn and Philip A. Andrews
2.2 Repurchase Agreement dated as of December
30, 2003, by and between American Busing
Corporation and Edmond Forister
2.3 Stock Purchase Agreement dated as of
December 30, 2003, by and among Russell A.
Haehn, Gregory A. Haehn and IFG Investments
Services Inc.
2.4 Share Purchase Agreement dated as of
December 30, 2003, by and between Kim
Dmuchowski and American Busing Corporation
4.1 Form of Warrant
99.1 Press Release
SIGNATURES
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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.
AMERICAN BUSING CORPORATION
By: /s/Gregory A. Haehn
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Gregory A. Haehn
President
Dated: As of January 21, 2004
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