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
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Date of Report: SEPTEMBER 10, 2003
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NUWAVE TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-28606 22-3387630
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE PASSAIC AVENUE
FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices)
(973) 882-8810
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(Registrant's Executive Office Telephone Number)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On September 10, 2003, NUWAVE Technologies, Inc. entered into an Agreement
with Cornell Capital Partners, LP to settle a default on its indebtedness owed
to Cornell Capital Partners. Pursuant to the Agreement, Cornell Capital Partners
and NUWAVE agreed to the following:
o Cornell Capital Partners agreed not to foreclose on its
outstanding indebtedness owed by NUWAVE.
o Cornell Capital Partners agreed to enter into a new loan
agreement with NUWAVE for net proceeds of $200,000 to be deposited in
escrow to be used to satisfy certain outstanding obligations of NUWAVE,
including trade payables, unpaid wages, and settlement of employment
agreements.
o Cornell Capital Partners will consider providing additional
capital to NUWAVE and assisting in identifying new businesses.
o Cornell Capital Partners intends to maintain NUWAVE's public
filings and status.
o Gerald Zarin, NUWAVE's Chief Executive Officer and Chairman of
the Board of Directors, and Jeremiah O'Brien, NUWAVE's Chief Financial
Officer, agreed to resign all positions with NUWAVE. These resignations
will be effective upon NUWAVE receiving releases settling trade
payables, unpaid wages, employment agreements, and the release of funds
from the escrow fund. In return for submitting their resignations and
signing releases from their respective employment agreements, Messrs.
Zarin and O'Brien will receive a settlement consisting of cash and
warrants to purchase shares of NUWAVE's common stock at an exercise
price of $1.00 per share.
o NUWAVE's board of directors shall appoint a nominee to its board
of directors, which nominee will be selected by Cornell Capital
Partners. Upon such appointment, NUWAVE's current board members will
resign.
The Agreement is expected to be consummated on or about September 24, 2003,
PROVIDED that the closing conditions are satisfied. The closing conditions
include the settlement of outstanding debts and wages, the resignation of
Messrs. Zarin and O'Brien, board approval and other conditions set forth in the
Agreement.
Under the Agreement, Cornell Capital Partners is expected to assume control
of NUWAVE through its representative on the board of directors. It is expected
to assume such control under the terms of the Agreement and, in particular, in
lieu of foreclosing on its Securities Purchase Agreement, which is currently in
default. Control is expected to be assumed from NUWAVE's current board of
directors, who are expected to resign upon consummation of the Agreement.
Cornell Capital Partners is not the beneficial owner of any shares of
NUWAVE's common stock.
As of September 18, 2003, NUWAVE had 1,875,903 shares of common stock
outstanding.
ITEM 7. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 Agreement dated as of September 10, 2003 between NUWAVE
Technologies, Inc. and Cornell Capital Partners, LP
FORWARD-LOOKING STATEMENTS
Statements contained in this Form 8-K regarding the Agreement with Cornell
Capital Partners, LP and other planned events are forward-looking statements.
These statements are subject to uncertainties and risks, many of which are
beyond NUWAVE's control, including, but not limited to, satisfying the
conditions set forth in the Agreement. Other applicable risks are summarized
under the caption "Risk Factors" in NUWAVE's SB-2 filed with the Securities and
Exchange Commission on December 27, 2002. Forward-looking statements by their
nature involve substantial risks and uncertainties. As a result, actual results
2
may differ materially depending on many factors, including those described
above. NUWAVE cautions that historical results are not necessarily indicative of
future performance.
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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.
Dated: September 23, 2003 NUWAVE TECHNOLOGIES INC.
By: /s/ Jeremiah O'Brien
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Name: Jeremiah O'Brien
Its: Chief Financial Officer
4
EXHIBIT 10.1
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AGREEMENT
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A-1