Document/ExhibitDescriptionPagesSize 1: 8-K Current Report 5 19K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 17 70K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 2 12K
Liquidation or Succession
4: EX-10.1 Material Contract 9 36K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KCURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 19995TH AVENUE CHANNEL CORP.
(Exact name of registrant as specified in its charter)
State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
3957 N.E. 163RD STREET, MIAMI, FLORIDA33160
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 947-3010
TEL-COM WIRELESS CABLE TV CORPORATION
(Former name or former address, if changed since last report.)
Item 4. ACQUISITION OR DISPOSITION OF ASSETS.
On March 17, 1999, pursuant to the Share Exchange Agreement
dated February 28, 1999 and effective as of December 10, 1998
(the "Share Exchange Agreement"), the Registrant completed its
acquisition of all 100 of the outstanding shares of common
stock, $.001 par value per share, of The 5th Avenue Channel,
Inc. ("Fifth Avenue") as follows: 25 shares from IBC Partners,
a Florida general partnership of which Eric Lefkowitz, a
director of the Registrant, is a partner, 65 shares from Mel
Rosen ("Rosen"), the President, Chief Executive Officer and a
director of the Registrant, and 10 shares from Ivana Trump
("Ms. Trump") (IBC Partners, Rosen and Ms. Trump are
hereinafter sometimes collectively referred to as the "Fifth
Avenue Shareholders"). In exchange, the Registrant issued an
aggregate of 335,000 shares of its common stock, $.001 par
value per share ("Common Stock"), proportionately to the Fifth
Avenue Shareholders, based on their relative share ownership
in Fifth Avenue, and agreed to issue an additional aggregate
of 665,000 additional shares of is Common Stock to the Fifth
Avenue Shareholders, also based on their relative share
ownership in Fifth Avenue, as follows: 332,500 shares if Fifth
Avenue achieves gross revenues in excess of $10,000,000 for
any calendar quarter and the remaining 332,500 shares if Fifth
Avenue achieves gross revenues in excess of $25,000,000 for
any calendar quarter or net income in excess of $1,000,000 for
any calendar quarter.
The Share Exchange Agreement was amended on March 17, 1999 to
clarify that all 665,000 additional shares of the Registrant's
Common Stock shall be issued proportionately to the Fifth
Avenue Shareholders if in any calendar quarter either the
gross revenues of Fifth Avenue exceed $25,000,00 or the net
income of Fifth Avenue exceeds $1,000,000, even if both such
events occur in the same calendar year.
Additionally, on March 17, 1999, the Registrant, Rosen and Ms.
Trump entered into a Consulting Agreement pursuant to which
Ms. Trump will act as the hostess of the The 5th Avenue
Channel television channel and of 5thAvenueChannel.com, and
will provide certain other consulting and promotional services
for Fifth Avenue in exchange for a base fee of $10,000 per
month as well as additional fees for personal appearances and
three-year options to purchase an aggregate of 700,000 shares
of the Registrant's Common Stock as follows: 200,000 shares at
an exercise price of $5.00 per share; 200,000 shares at an
exercise price of $8.00 per share; and 100,000 shares at an
exercise price of $15.00 per share. The Consulting Agreement
has an initial term expiring on December 31, 2001 and is
automatically renewable for successive additional one-year
terms unless either party provides written notice of
non-renewal to the other party not less than sixty days prior
to the expiration of the then current term.
Item 5 OTHER EVENTS.
On March 18, 1999, the Registrant filed Articles of Amendment
to its Articles of Incorporation with the Florida Department
of State to change its name from Tel-Com Wireless Cable TV
Corporation to 5th Avenue Channel Corp. and to increase the
number of authorized shares of its Common Stock from
10,000,000 to 50,000,000. Both actions were approved by the
Registrant's Board of Directors on December 23, 1998, and by a
majority of the Registrant's shareholders at the Registrant's
annual meeting held on February 12, 1999.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial Statements are not included in this Report,
but will be filed by amendment not later than 60 days
form the date hereof, in accordance with Item 7 of
(b) Pro Forma Financial Information
Pro forma financial statements are not included in
this Report, but will be filed by amendment not later
than 60 days from the date hereof, in accordance with
Item 7 of Form 8-K.
Exhibit 2.1 - Share Exchange Agreement by and among
Tel-Com Wireless Cable TV Corporation, IBC Partners,
Melvin Rosen and Ivana Trump dated February 28, 1999
but executed on March 17, 1999.
Exhibit 2.2 - Amendment to Share Exchange Agreement
by and among Tel-Com Wireless Cable TV Corporation,
IBC Partners, Melvin Rosen and Ivana Trump dated
March 8, 1999 but executed March 17, 1999.
Exhibit 10.1 - Consulting Agreement by and between
Tel-Com Wireless Cable TV Corporation, Melvin Rosen
and Ivana Trump dated February 28, 1999 but executed
March 17, 1999.
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.
5TH AVENUE CHANNEL CORP.
Date: March 24, 1999 By:/S/ MELVIN ROSEN
Melvin Rosen, President