Solar Thin Films/Inc · 8-K · For 11/17/03

Filed On 11/17/03 8:10pm ET   ·   SEC File 1-13549   ·   Accession Number 859792-3-45

Current Report   ·   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Augi Default 8-K                                       4     18K 
 2: EX-10.3     Default Notice                                         1      8K 

8-K   ·   Augi Default 8-K
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 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 and Exchange Act of 1934

Date of Report (Date of earliest event reported) November 17, 2003

AMERICAN UNITED GLOBAL, INC.
(Exact name of registrant as specified in its charter)

  Delaware                  000-19404                     95-4359228
  (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

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Safe Harbor  Statement  under the Private  Securities  Litigation  Reform Act of
1995:                                                                           

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,  New
York 11753 ("Dr. Landow"), AUGI, Tracy Landow, an individual with offices at Two
Jericho Plaza - Wing B, Jericho, New York 11753 ("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.

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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.                                                             

8-K
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                                                    AMERICAN UNITED GLOBAL, INC.

                                                  By: /s/  Robert M. Rubin
                                                  ------------------------
                                                      Robert M. Rubin, CEO

November 17, 2003                                                               

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		6/16/03		2		3			NT 10-Q, 4, 3
		7/2/03		3					8-K
		10/17/03		2
		10/23/03		3					8-K
		10/30/03		3					8-K
		10/31/03		2
		11/5/03		3
		11/13/03		2					8-K
For The Period Ended		11/17/03		1		4			10-Q
Filed On / Filed As Of		11/18/03
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