UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-KCURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) November 17, 2003AMERICAN UNITED GLOBAL, INC.
(Exact name of registrant as specified in its charter)
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
11108 N.E. 106th Place, Kirkland Washington 98033
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (425) 869-7410
Safe Harbor Statement under the Private Securities Litigation Reform Act of
This Form 8-K contains forward-looking statements as defined by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include
statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements that are other than
statements of historical facts. These statements are subject to uncertainties
and risks including, but not limited to, product and service demand and
acceptance, changes in technology, economic conditions, the impact of
competition and pricing, government regulation, and other risks defined in this
document and in statements filed from time to time with the Securities and
Exchange Commission. All such forward-looking statements, whether written or
oral, and whether made by or on behalf of the companies, are expressly qualified
by the cautionary statements and any other cautionary statements which may
accompany the forward-looking statements. In addition, the companies disclaim
any obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof.
ITEM 5: OTHER EVENTS
American United Global, Inc., a corporation formed under the laws of the State
of Delaware ("AUGI") is a party to an Amended and Restated Agreement and Plan of
Merger dated as of June 16, 2003 (the "Merger Agreement") entered into by and
among itself, Lifetime Healthcare Services, Inc., a corporation formed under the
laws of the State of Delaware ("Lifetime") and Lifetime Acquisition Corp., a
corporation formed under the laws of the State of Delaware and a wholly owned
and operated subsidiary of AUGI ("Merger Sub"). The Merger Agreement provided
for the acquisition by AUGI of Lifetime through the merger of Merger Sub with
and into Lifetime (the "Merger"), with Lifetime being the surviving entity in
the Merger and thereby becoming a wholly owned subsidiary of AUGI. Immediately
prior to the Merger, Lifetime had acquired fifty-five percent (55%) of the
shares of capital stock of New York Medical, Inc. ("NYMI"), a corporation formed
under the laws of the State of Delaware.
The Merger Agreement included a closing agreement as an exhibit (the "Closing
Agreement") dated of even date with the Merger Agreement, which Closing
Agreement was entered into by and among Lifetime, Redwood Investments
Associates, L.P., a Delaware limited partnership ("Redwood"), Dr. Jonathan
Landow, an individual with offices at Two Jericho Plaza - Wing B, Jericho, NewYork11753 ("Dr. Landow"), AUGI, Tracy Landow, an individual with offices at Two
Jericho Plaza - Wing B, Jericho, New York11753 ("T. Landow"), the Rubin Family
Irrevocable Stock Trust (the "Trust"), Robert M. Rubin ("Rubin") and certain
stockholders of Lifetime.
The Closing Agreement required AUGI to pay to Redwood and T. Landow an aggregate
of approximately $4.6 million by October 17, 2003 and an additional $2.0 million
by March 2004. AUGI was unable to make the October 17, 2003 payment. Such
payment date was extended to October 31, 2003 by mutual agreement of the
parties, subject to AUGI paying the entire $6.7 million due to Redwood and T.
Landow under the Closing Agreement, and extending for one year, or until January
2005, the maturity date of a $1.5 million NYMI note payable to AUGI.
AUGI has entered into a non-binding agreement with an unaffiliated investor
group to purchase $7.0 million of AUGI common stock, to represent 25% of the
fully-diluted AUGI common stock after such investment is made. The proceeds of
such sale are intended to be used to retire all obligations due to Redwood and
T. Landow. However, to date, the investor has not funded under such agreement,
and AUGI has been unable to make the payments due to Redwood and T. Landow.
On November 13, 2003, Redwood, T. Landow and Dr. Landow agreed not to exercise
the rights granted under the Closing Agreement until 5:00 P.M. EST on Monday,
November 17, 2003. The anticipated $7,000,000 was not raised by such time and
date. Accordingly, there is therefore an automatic default under the Standstill
Agreement and the Closing Agreement. Under the terms of the Closing Agreement,
Dr. Landow will have the right to force the Company to engage an investment bank
and sell its New York Medical subsidiary at the highest price offered by a
qualified buyer. Such sale would have a material and adverse effect on the
Company's results of operations, financial condition and future prospects.
In the event that the Company is required to sell New York Medical (the
Company's only operating business), it will seek other opportunities to acquire
businesses that are in the medical services industry similar to that engaged in
by New York Medical. Representatives of the Company are in preliminary
discussions with other potential acquisition candidates and have held
discussions with investment bankers to assist the company in financing any such
potential acquisitions. There can, however, be no assurance that the Company
will be able to either (a) timely pay or obtain an extension of its $1,500,000
of obligations on bridge notes which are due in March 2004, or (b) consummate
the acquisition of one or more operating businesses. Even if the Company is able
to timely pay or obtain an extension on its bridge notes and acquire one or more
businesses, then it is possible that any such transactions, if consummated,
could significantly dilute the interests of present stockholders of the Company.
For more information concerning the Default Notice and related matters, see: (i)
the information set forth in this Form 8-K, including with specific reference
"Item 5 - Other Events"; (ii) the Closing Agreement, (iii) the Standstill
Agreement and (iv) the other exhibits of this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(c) Exhibits - The following documents are attached as exhibits to this
report on Form 8-K:
10.1 Closing Agreement by and among American United Global, Inc. Lifetime
Healthcare Services, Inc., Redwood Investments Associates, L.P.,
certain stockholders of Lifetime Healthcare Services, Dr. Jonathan
Landow, M.D., Tracy Landow, the Rubin Family Irrevocable Stock Trust,
and Robert M. Rubin, dated as of June 16, 2003.*
10.2 Standstill Agreement dated October 23, 2003 entered into by and among
American United Global, Inc., a Delaware corporation, Tracy Landow, an
individual residing in the State of New York, Dr. Jonathan Landow, an
individual residing in the State of New York and Redwood Investments
Associates, L.P., a Delaware limited partnership.**
10.3 Default Notice dated November 5, 2003 to American United Global, Inc.
by Dr. Jonathan Landow.***
* Incorporated by reference from the Form 8-K filed by AUGI on July 2, 2003.
**Incorporated by reference from the Form 8-K filed by AUGI on October 30, 2003.
*** Filed herewith.