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: February 11, 2003
VisiJet, Inc.
(Exact name of the Company as specified in its charter)
Delaware 0--256111 33-0838660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
188 Technology Drive, Suite D
Irvine, California 92618
(Address of principal executive offices)
The Company's telephone number, including area code:
949-453-9652
Ponte Nossa Acquisition Corp.
18271 McDurmott West
Suite A-1
Irvine, California 92614
(Former name or former address, if changed since last report)
Item 1. Changes in Control of the Company
As a result of the merger transaction described in Item 2 below, the
former shareholders of VisiJet, Inc., a California corporation ("Old VisiJet"),
received 12,128,491 shares of Common Stock of the Company (previously known as
Ponte Nossa Acquisition Corp.), representing 68.5% of the outstanding shares
after giving effect to the merger and certain financing transactions consummated
in connection with the merger. As part of the same transaction, as provided in
the Second Amended and Restated Agreement and Plan of Merger, immediately upon
completion of the merger the Board of Directors of the Company resigned, and Dr.
Richard Keates, Adam Krupp and Norman Schwartz were appointed to the Board of
Directors.
Item 2. Acquisition or Disposition of Assets.
On February 11, 2003, the Company, through a merger with an acquisition
subsidiary, acquired VisiJet, Inc., a California corporation ("Old VisiJet")
engaged in the design of ophthalmic instruments. Under the terms of the
Agreement and Plan of Merger, the Company issued 12,128,491 shares of Common
Stock to the shareholders of Old VisiJet, so that immediately after the merger
the former shareholders of Old VisiJet hold 68.5% of the outstanding shares of
the combined entity. Each shareholder of Old VisiJet received one share of
Common Stock of the Company for each share of Common Stock of Old VisiJet held
by him. As part of the transaction, an aggregate of 7,957,000 shares of Common
Stock of the Company held by Financial Entrepreneurs Incorporated were
cancelled.
Immediately prior to the Merger, Old VisiJet issued (i) 3,528,481
shares of its Common Stock, and (ii) five year Warrants to purchase an
additional 4,528,481 shares of Common Stock, at an exercise price of $1.00 per
share, increasing by $.50 per share per year, to certain new investors for cash
and cancellation of debt totaling $1,125,000, Also, immediately prior to the
Merger, Old VisiJet issued Warrants to purchase 1,725,191 shares of its Common
Stock to its existing shareholders, and all outstanding shares of Old VisiJet
Preferred Stock were automatically converted shares of Common Stock. Prior to
the transaction, there were no material relationships between the Company or its
affiliates and Old VisiJet or its affiliates, except for advances made to
facilitate the Merger.
In connection with the transaction, certain shareholders of the Company
executed "lock-up" agreements, which regulate their ability to sell shares of
the Common Stock of the Company held by them.
Immediately following the merger, Old VisiJet was merged into the
Company, and the Company's Certificate of Incorporation was amended to change
the corporate name to "VisiJet, Inc." The Company plans to continue the business
of Old VisiJet.
Item 7. Financial Statements and Exhibits
Audited financial statements of Old VisiJet will be filed within sixty
days of the date the initial Report on Form 8-K is required to be filed.
The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
2.1* Second Amended and Restated Agreement and Plan of Merger, dated
December 20, 2002, among Ponte Nossa Acquisition Corp., VisiJet, Inc.,
and VisiJet Acquisition Corporation
2.2 Amendment, dated January 15, 2003, to Second Amended and Restated
Agreement and Plan of Merger, among Ponte Nossa Acquisition Corp.,
VisiJet, Inc., and VisiJet Acquisition Corporation
* Incorporated by reference from Current Report on Form 8-K, dated December 20,
2002
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.
VisiJet, Inc., a Delaware
corporation
By: /s/ Laurence Schreiber
-----------------------------
Laurence Schreiber, Secretary
Date: February 14, 2003