Fusion Networks Holdings Inc – ‘8-K12G3’ for 4/13/00

On:  Thursday, 4/20/00, at 11:28am ET   ·   For:  4/13/00   ·   Accession #:  1026700-0-89   ·   File #:  0-30403

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Notice of Securities of a Successor Issuer Deemed to be Registered   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12G3     8-K                                                    5     20K 

Document Table of Contents

8-K12G3
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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 Exchange Act of 1934

Date of Report (Date of earliest event reported)      April 13, 2000  
                                                      ------------------------

FUSION NETWORKS HOLDINGS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

    Delaware                     0-23900                  51-0393382
------------------------------     --------------        -----------------------
(State or other jurisdiction        (Commission               (IRS Employer     
      of incorporation)             file number)          Identification Number)

 8115 N.W. 29th Street, Miami, Florida 33122
--------------------------------------------------
(Address of principal executive offices)(Zip Code)

(305) 477-6701
----------------------------------------------------
(Registrant's telephone number, including area code)

 IDM Environmental Corp.
 396 Whitehead Avenue, South River, New Jersey 08882
--------------------------------------------------------------
(Former name and former address, if changed since last report)

8-K12G3
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Item 1. Changes in Control of Registrant                                        

     Pursuant to the terms of the Merger described in Item 2 above, on April 13,
2000,  control of the Company was  transferred  to the  following  persons,  the
principal shareholders of Fusion Networks, Inc., in exchange for their shares of
Fusion:                                                                         

      Name                      Number of Shares Held          Percent Ownership
  ------------                 -----------------------         -----------------
Hernando Bahamon                     5,714,333                           15.4%  
Alexander/Rachel LLC                 4,025,000                           10.9%  
NBDB LLC                             4,025,000                           10.9%  
Infonet Group, Inc.                  3,900,000                           10.5%  
Marketing Services Group, Inc.       3,500,000                            9.5%  
Felipe Santos                        2,000,000                            5.4%  
ML Partners                          2,000,000                            5.4%  

     Pursuant to the terms of the Merger,  Hernando  Bahamon,  Enrique  Bahamon,
Felipe Santos, Traci Hammes,  Jeremy Barbera, Joel Freedman and Frank Falco were
appointed  to the board of  directors  of the Company and  Hernando  Bahamon was
appointed  President  and Chief  Executive  Officer of the  Company  and Enrique
Bahamon was appointed Chief Financial Officer of the Company.                   

Item 2. Acquisition or Disposition of Assets                                    

     On April 13, 2000, Fusion Networks Holdings, Inc. ("FNHI" or the "Company")
completed a holding company  reorganization  and merger in which it acquired IDM
Environmental  Corp.  ("IDM")  and Fusion  Networks,  Inc.  ("Fusion").  IDM was
acquired pursuant to a Plan of Reorganization and Merger,  dated August 18, 1999
(the  "Holding  Company  Agreement"),  by and  among  FNHI,  IDM and IDM  Merger
Subsidiary, Inc., a wholly-owned subsidiary of FNHI ("IDM Merger Sub"). Pursuant
to the Holding Company  Agreement,  IDM Merger Sub was merged with and into IDM,
with IDM being the surviving  corporation (the "Holding Company  Merger").  As a
result of the Holding  Company Merger,  IDM became a wholly-owned  subsidiary of
FNHI.                                                                           

     Fusion was  acquired  pursuant to an  Agreement  and Plan of Merger,  dated
August 18, 1999 (the "Merger  Agreement"),  by and among FNHI,  Fusion,  IDM and
IDM/FNI  Acquisition  Corporation,  a  wholly-owned  subsidiary of FNHI ("Fusion
Merger  Sub").  Pursuant to the Merger  Agreement,  Fusion Merger Sub was merged
with  and  into  Fusion,  with  Fusion  being  the  surviving  corporation  (the
"Merger").  As a result of the Merger, Fusion became a wholly-owed subsidiary of
FNHI.                                                                           

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     In connection with the Holding Company Merger:  (a) each outstanding  share
of IDM  common  stock  will be  exchanged  for one share of FNHI  common  stock,
resulting in the  issuance of an  aggregate  of 3,922,893  shares of FNHI common
stock for all  outstanding  shares of IDM common stock,  and (b) all options and
warrants to purchase shares of IDM common stock outstanding immediately prior to
the  consummation  of the Holding  Company Merger were converted into options to
purchase shares of FNHI common stock.                                           

     In connection with the Merger:  (a) each outstanding share of Fusion common
stock will be  exchanged  for one share of FNHI common  stock,  resulting in the
issuance of an  aggregate  of  33,113,329  shares of FNHI  common  stock for all
outstanding  shares of Fusion common stock,  and (b) all options and warrants to
purchase  shares of Fusion  common stock  outstanding  immediately  prior to the
consummation  of the Merger were  converted  into options to purchase  shares of
FNHI common stock.                                                              

     Fusion is an Internet portal operator founded to provide improved  Internet
content and services to Latin American  markets and to the Spanish and Portugese
speaking  population  around the  world.  Fusion  launched  its  Internet  site,
LatinFusion.com,  in Bogota,  Colombia  in October  1999 and in Miami in January
2000, and plans similar  launches in targeted cities and regions in the Americas
and Europe.                                                                     

     IDM is a global,  diversified  services  and  project  development  company
offering a broad range of design, engineering, construction, project development
and management,  and  environmental  services and technologies to government and
private industry clients.                                                       

     Upon effectiveness of the Merger,  pursuant to Rule 12g-3(a) of the General
Rules and Regulations of the Securities and Exchange Commission, FNHI became the
successor issuer to IDM for reporting purposes under the Securities Exchange Act
of 1934 and elects to report under the Act effective April 13, 2000.            

Item 5. Other Events                                                            

     In connection with the Merger,  the Company relocated its principal offices
to the offices of Fusion located at 8115 N.W. 29th Street, Miami, Florida 33122.

     Pursuant  to Rule  12g-3(a)  of the General  Rules and  Regulations  of the
Securities and Exchange  Commission,  upon  effectiveness of the Share Exchange,
the Company became the successor issuer to IDM for reporting  purposes under the
Securities  Exchange  Act of 1934 and elects to report  under the Act  effective
April 13, 2000.                                                                 

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Item 7. Financial Statements and Exhibits                                       

(a)  Financial Statements of Businesses Acquired                      

          It is impractical to provide the required financial  statements of IDM
          and  Fusion  at the time  this  report is being  filed.  The  required
          financial  statements  of Fusion  will be filed by  amendment  to this
report within 60 days after the due date of this report.    

(b)  Pro Forma Financial Information                                  

          It  is  impractical  to  provide  the  required  pro  forma  financial
          information  at the time this report is being filed.  The required pro
          forma financial  information will be filed by amendment to this report
within 60 days after the due date of this report.           

(c)  Exhibits                                                         

Exhibit                                                     
Number              Description                             

        2.1 *  Plan of Reorganization and Merger dated August 18, 1999, by
               and among Fusion Networks Holdings, Inc., IDM Environmental
Corp. and IDM Merger Subsidiary, Inc.       
       2.2 *  Agreement and Plan of Merger dated August 18, 1999, by and
                  among Fusion Networks Holdings, Inc., IDM Environmental Corp.,
              Fusion Networks, Inc. and IDM/FNI Acquisition Corporation.
         2.3 *  First Amendment to Agreement and Plan of Merger dated August
31, 1999.                                   
   2.4 *  Second Amendment to Agreement and Plan of Merger dated
September 21, 1999.                         
           2.5 *  Third Amendment to Agreement and Plan of Merger dated November
2, 1999.                                    
   2.6 *  Fourth Amendment to Agreement and Plan of Merger dated
December 8, 1999.                           
----------------                                                                
*    Incorporated  by  reference  to  the  exhibits  filed  with  the  Company's
     registration statement on Form S-4 (Commission File No. 333-92949) declared
effective February 15, 2000.                                          

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8-K12G3
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SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.                             

                                                FUSION NETWORKS HOLDINGS, INC.

Dated: April 17, 2000                            By: /s/ Hernando Bahamon       
                                                   ---------------------------
                                        Hernando Bahamon
                                 President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K12G3’ Filing		Date		First		Last			Other Filings
Filed on:		4/20/00							SC 13G
		4/17/00		5					S-8
For Period End:		4/13/00		1		3			8-K/A
		2/15/00		4					S-4/A
		12/8/99		4
		11/2/99		4
		9/21/99		4
		8/31/99		4
		8/18/99		2		4
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