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): August 8, 2001
IVG CORP.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 33-19196-A 59-2919648
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
13135 DAIRY ASHFORD, SUITE 525
SUGAR LAND, TEXAS 77048
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281) 295-8400
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On April 1, 2001, IVG Corp., a Delaware corporation (the "Company"),
acquired SES-Corp., Inc., a Delaware corporation ("SES"), pursuant to an Amended
and Restated Asset Purchase Agreement and Agreement and Plan of Merger (the
"Merger Agreement"), dated as of March 30, 2001, by and among the Company, SES,
Cheyenne Management Company, Inc., a Michigan corporation, SES Acquisition 2001,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Sub"),
and Dennis Lambka and Ronald Bray, shareholders of SES (the "Shareholders").
Under the terms of the Merger Agreement, Sub merged with and into SES and SES
became a wholly-owned subsidiary of the Company (the "Merger"). The shares of
SES common stock outstanding immediately prior to the effective time of the
Merger were converted into the right to receive 11,819,262 shares of the
Company's common stock, $.0001 par value per share ("Company Common Stock"). Ten
million shares of Company Common Stock issuable under the Merger Agreement were
to be placed in an escrow account (the "Escrow Shares") to secure certain
indemnification obligations set forth in the Merger Agreement.
On August 8, 2001, the Company entered into a share exchange agreement with
the Shareholders (the "Agreement"), in which the Company disposed of SES by
exchanging all of the issued and outstanding shares of SES for the Escrow Shares
(the "Disposition"). As a result, the Company received 100% of the Escrow Shares
and Mr. Lambka received 50% of SES and Mr. Bray received 50% of SES. The
Shareholders also released the Company from any obligations to issue additional
shares of the Company to the Shareholders under the Merger Agreement. Pursuant
to the terms of the Agreement, the Shareholders each retained 909,631 shares of
the Company's Common Stock issued to them under the Merger Agreement.
To date, the cost of the acquisition and subsequent disposition of SES was
approximately $522,000. These expenses are reflected in the Company's 10-QSB for
the period ended June 30, 2001. Additionally, the Company's 10-QSB for such
period recorded a stock based compensation expense of approximately $2,300,000,
related to the approximately 1,800,000 shares of stock currently held by the
former shareholders of SES. While no claims against the Company are pending or
threatened relating to its former ownership of SES, in the future the Company
could incur additional expenses related to such claims.
ITEM 5. OTHER EVENTS.
Effective August 8, 2001, Mr. Ronald Bray and Mr. Dennis Lambka resigned
from the Board of Directors of the Company, as well as from any positions they
held with the Company or any of its subsidiaries.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description.
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2.1 Agreement, dated as of August 8, 2001, by and among IVG
Corp., Dennis Lambka and Ronald Bray.
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.
IVG CORP.
Date: August 23, 2001 By: /s/ Elorain Landers
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Elorian Landers
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description.
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2.1 Agreement, dated as of August 8, 2001, by and among IVG
Corp., Dennis Lambka and Ronald Bray.