UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 25, 2005
(October 14, 2005)
MULTI SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-12162 22-2418056
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
c/o Robert L. Frome
65 East 55th Street
New York, NY 10022
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(Address of Principal Executive Office)
(212) 451-2254
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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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 25, 2005, the Registrant entered into a Security Purchase
Agreement among Robert L. Frome ("Frome"), Bridge Ventures, Inc.
("Bridge")(Frome and Bridge, collectively, the "Purchasers"), Multi Soft, Inc.
("SoftSub"), a subsidiary of the Registrant, and two principal shareholders of
the Registrant and SoftSub, Charles J. Lombardo, chairman, president, and CEO of
the Registrant ("Lombardo"), and Miriam G. Jarney, executive vice president and
director of the Registrant ("Jarney")(the "Agreement"). Pursuant to the
Agreement, the Registrant issued $70,000 principal amount of its 6% Convertible
Debentures due May 1, 2006 ("Multi Debentures") to the Purchasers, and SoftSub
issued $24,000 principal amount of its 6% Convertible Debentures due May 1, 2006
("SoftSub Debentures") to the Purchasers. The Agreement provided for, among
things, (a) repayment of certain liabilities totaling $94,000 of both the
Registrant and SoftSub, (b) the resignation of Lombardo and Jarney as principal
executive officers and directors, and (c) certain preemption rights between the
Purchasers and shareholders of the Registrant and SoftSub.
The Multi Debentures are convertible into 49,226,262 shares of the
Registrant's common stock, $.001 par value. The SoftSub Debentures are
convertible into 31,988,980 shares of SoftSub common stock, $.001 par value. As
of the date of this Report, the Registrant has 40,000,000 shares of authorized
common stock, with 21,096,969 shares outstanding. SoftSub has 30,000,000 shares
of authorized common stock, with 13,709,477 shares outstanding.
Pursuant to the Agreement, the Registrant and SoftSub appointed Jerome
Goubeaux as President and director, and Ken Roberts as Secretary and director:
the sole officers and directors for each company.
On May 27, 2005, the Registrant and SoftSub entered into a Debenture
Purchase Agreement with Michael Potter ("Potter"), whereby the Registrant issued
to Potter $35,000 principal amount of its Multi Debentures, and SoftSub issued
to Potter $12,000 principal amount of its SoftSub Debentures.
Although insufficient amounts of common stock are authorized to allow full
conversion of the Multi and SoftSub Debentures, the Agreement provided for
voting proxies from Lombardo and Jarney to the Purchasers to facilitate amending
the companies' articles of incorporation. The Subsequent to amending the
Registrant's and SoftSub's articles of incorporation to increase the authorized
shares, and assuming the full conversion of Multi and SoftSub Debentures, the
Purchasers will own approximately 52% of the Registrant and SoftSub outstanding
common stock, and Potter will own approximately 26% of the Registrant and
SoftSub outstanding common stock.
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
See Item 1.01 for a description a description of the transaction in which
control of the Registrant changed.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS;
Appointment of Principal Officers.
On April 25, 2005, the Registrant accepted the resignations of Charles J.
Lombardo as Chairman, Chief Executive Officer and Treasurer, and Miriam G.
Jarney as Executive Vice President, Secretary and Director, and appointed Jerome
Goubeaux as President and Director, and Ken Roberts as Secretary and Director.
Jerome Goubeaux, age 37, has served as president and director of the
Registrant since April 2005. Since 1999, Mr. Goubeaux has been president of
Bankstreet, Inc., a video advertising company. Prior to that, he worked in
institutional sales for several large financial firms. In 1991, Mr. Goubeaux
graduated from Swarthmore College in Pennsylvania with a B.A.
Ken Roberts, age 68, has served as secretary and director of the
Registrant since April 2005. Since 2001, Mr. Roberts has been president of Cero,
Inc., a distributor of high-technology software products. From 1996 to 2001, he
was executive vice president of BMS, Inc., a marketer of computer software for
telephone back-office operations. Mr. Roberts graduated from West Virginia
Wesleyan College in 1960. He received an M.A. in economics from West Virginia
Wesleyan College in 1962.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Security Purchase Agreement dated April 25, 2005.
10.2 Debenture Purchase Agreement dated May 27, 2005.
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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 thereto duly authorized.
MULTI SOLUTIONS, INC.
Date: October 14, 2005 By: /s/Jerome Goubeaux
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Jerome Goubeaux, President
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