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): November 14, 2003
CHANGE TECHNOLOGY PARTNERS, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-13347 06-152875
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
537 STEAMBOAT ROAD, GREENWICH, CONNECTICUT 06830
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 661-6942
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On November 14, 2003, Change Technology Partners, Inc., a Delaware corporation
("Change"), CTP/N Merger Corp., a Delaware corporation and Change's wholly owned
subsidiary, and Neurologix, Inc., a Delaware corporation ("Neurologix") entered
into an amendment (the "Amendment") to the Agreement and Plan of Merger, dated
as of August 13, 2003 (the "Merger Agreement").
The Amendment extends to February 15, 2004, the date on which either Change or
Neurologix may terminate the Merger Agreement if the transactions contemplated
in the Merger Agreement have not been consummated. In addition, the amount of
the promissory note issued by Neurologix in favor of Change in connection with
the Merger Agreement is increased from $750,000 to $1,100,000, and the due date
is extended to June 30, 2004. The loan to Neurologix, as amended, will continue
to accrue interest at a rate of 4% per year, be secured by all of the assets of
Neurologix and be senior to all existing indebtedness of Neurologix.
A copy of the Amendment is being filed as Exhibit 2.1 to this report.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
-------------------------------------------------------
2.1 Amendment No. 1 to Agreement and
Plan of Merger, dated November 14,
2003.
-------------------------------------------------------
3
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.
Date: November 19, 2003
CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ Michael Gleason
-------------------------------------
Michael Gleason
Chairman and Chief Executive Officer
4
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
-------------------------------------------------------
2.1 Amendment No. 1 to Agreement and
Plan of Merger, dated November 14,
2003.
-------------------------------------------------------
5