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): October 1, 2001
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5B Technologies Corporation
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-27190
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(State or Other Jurisdiction (Commission
of Incorporation) File Number)
100 Sunnyside Boulevard, Woodbury, NY 11797
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(Address of Principal Executive Offices)
Registrant's telephone number, (516) 677-6100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 2001, 5B Technologies Corporation acquired certain assets of Galt
Corporation, an applications development and Web hosting company in exchange
for: (i) 300,000 shares of 5B common stock, par value $.04 per share, (ii)
300,000 shares of 5B preferred stock, par value $.01 per share, convertible at
$3.33 per share, and (iii) warrants to acquire 300,000 shares of 5B common stock
at an exercise price of $1.00 per share. The consideration for the assets was
determined in arms length negotiations with the Galt Corporation. The issuance
of the common stock representing 19.9% or more of the outstanding common stock
upon the conversion of the preferred stock and the exercise of the warrant is
contingent upon stockholder approval in conformance with NASD regulations. The
assets acquired include customers, customer lists, certain employees, certain
contracts and agreements and computer equipment which were used by Galt
Corporation in connection with their business, and will be continued to be used
by 5B in a similar manner.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed with this Report:
10.24 Asset Purchase Agreement, dated as of September 14,
2001, by and among Abby Garrett & Seth, Ltd., 5B
Technologies Corporation, Galt Corporation, Alan
Sheinwald and Kenneth Greene.
5B intends to file required financial statements
within 60 days of the date of this report.
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 hereunto duly authorized.
5B TECHNOLOGIES CORPORATION
Date: October 15, 2001 By: /s/ GLENN NORTMAN
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Glenn Nortman
Chief Executive Officer