UNITED
STATES
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
BELLACASA
PRODUCTIONS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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58-2412118
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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237
Cedar Hill Street, Suite 4
(Address
of Principal Executive Offices/Zip Code)
(508)
597-6330
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange ct (17 CFR
240.14d-2(B))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR
240.13e-4c))
On
August
28, 2006, Bellacasa Productions, Inc. (the “Company” or “Bellacasa”) executed
and entered into a confidential term sheet (the “Term Sheet”) with WiFiMed, Inc.
(“WiFiMed”), a Delaware corporation, pursuant to which the Company and WiFiMed
have set forth certain terms relating to a proposed reverse merger transaction
between the parties (the “Reverse Merger”), whereby Bellacasa would create a new
wholly-owned subsidiary, which would merge with and into WiFiMed, resulting
in
WiFiMed’s becoming a wholly-owned subsidiary of the Company. It is currently
contemplated that the Company will not maintain any of its assets after the
Reverse Merger, but that all assets after the Reverse Merger will be those
acquired from WiFiMed as a result of the Reverse Merger.
The
Term
Sheet contemplates the resignation of all but one of Bellacasa’s directors, on
the effective date of the Reverse Merger, to be replaced by directors appointed
by WiFiMed. All of Bellacasa’s officers would also resign, at that time, and be
replaced by officers of WiFiMed. The shareholders of WiFiMed would also be
issued greater than 80% of Bellacasa’s issued and outstanding shares of voting
capital stock, subject to adjustments, and would therefore effectively have
control over the Company after the consummation of the Reverse Merger. Mr.
Marshall Sterman, currently the Company’s President, Chief Executive Officer,
Chief Financial Officer and Chairman of the Board of Directors, also currently
serves as a member of the Board of Directors of WiFiMed.
In
the
event that the Company has not consummated a Reverse Merger with WiFiMed
on or
before December 31, 2006, and the parties have not mutually agreed to extend
this date, the negotiations with WiFiMed will be terminated and Bellacasa
will
not enter into the Reverse Merger. The Term Sheet also provides for earlier
termination, without penalty: (i) if the parties are unable to reach an
acceptable and fair allocation of Bellacasa’s shares to the shareholders of
WiFiMed, in connection with the Reverse Merger; (ii) in the event of fraud
by
either party; (iii) due to a failure to obtain any required SEC approvals
on or
before November 30, 2006; or (iv) as otherwise provided under the provisions
of
a definitive Merger Agreement. Also, the Company may terminate the Term Sheet
if
there is a material change in the business or financial condition of WiFiMed
on
or before September 8, 2006, and WiFiMed may terminate the Term Sheet if
the
Company fails to file periodic reports with the SEC.
The
parties have also agreed that until the earlier of September 8, 2006 or the
signing of a definitive Merger Agreement, neither will enter into any agreement,
discussion, or negotiation with, or provide information to, any other consulting
firm, investment banking firm, corporation, or other person, or solicit,
encourage, entertain or consider any inquiries or proposals, with respect
to
financing, the issuance of securities, or a reverse merger transaction.
Furthermore, the Company and WiFiMed have agreed to maintain the confidentiality
of any information provided to it by the other party.
Except
for the terms described in the immediately preceding paragraph relating to
an
exclusive dealing period, and maintaining confidentiality, along with the
term
of the Term Sheet, the Company and WiFiMed have acknowledged that although
the
terms set forth in the Term Sheet reflect the reasonable understanding of
the
transactions to be negotiated by the parties, such terms are not binding
on
either party until the parties have entered into a definitive Merger Agreement,
the terms of which, unless otherwise limited in such agreement, will be binding
on the parties. In furtherance thereof, the Company’s entering into the Reverse
Merger, and likewise WiFiMed’s entering into the Reverse Merger is subject to:
(i) each party’s being reasonably satisfied with its due diligence review of the
other party and (ii) the parties’ ability to reasonably agree on all material
terms to be included in the definitive Merger Agreement. As of the date hereof,
the parties have just commenced their respective due diligence reviews, and
have
not yet begun to draft any of the definitive agreements. There can be no
assurances that a Reverse Merger or any similar transaction contemplated
under
the terms of the Term Sheet will ever be consummated.
WiFiMed
is a provider of wireless patient information through its proprietary product
Tablet MD™
which
was developed to assist physicians and health care providers manage patient
workflow. Tablet MD
operates
on a Tablet PC and manages patient medical information, consultation notes,
prescriptions, records, and charts through five patentable technologies.
Tablet
MD
has been
designed to meet the Health Insurance Portability and Accountability Act
(HIPAA)
requirements and is designed to reduce medical errors, documentation time,
overhead, and time spent filing insurance claims. Tablet MD
offers
insurance coding and manages prescriptions and performs drug interaction
reviews
based on a patient's unique history. WiFiMed commenced operations in
October 2002 and is currently an early stage company with limited sales.
WiFiMed's executive offices are located in Marietta, Georgia.
Item
9.01 Financial Statements and Exhibits.
Set
forth
below is a list of Exhibits included as part of this Current Report.
(d)
Exhibits.
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Exhibit
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Number
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Description
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10.1
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Confidential
Term Sheet
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This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements
with respect to the Company’s plans, objectives, expectations and
intentions and other statements identified by words such as “may”,
“could”, “would”, “should”, “believes”, “expects”, “anticipates”,
“estimates”, “intends”, “plans” or similar expressions. These statements
are based upon the current beliefs and expectations of the Company’s
management and are subject to significant risks and uncertainties.
Actual
results may differ from those set forth in the forward-looking
statements.
These forward-looking statements involve certain risks and uncertainties
that are subject to change based on various factors (many of which
are
beyond the Company’s control).
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Remainder
of Page Intentionally Left Blank
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.
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BELLACASA
PRODUCTIONS, INC.
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By:
/s/ Marshall
Sterman
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Name: Marshall Sterman
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Title: President and Chief Executive
Officer
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