-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NCPEETgE2n1AlaQdisooTWAYPBIU2J8mn0+FvkdVePIAep1ntbCc7mBqX77GZ0VP 1iXQQW6oqcc4aXkncDFF9w== 0001072006-01-500009.txt : 20020413 0001072006-01-500009.hdr.sgml : 20020413 ACCESSION NUMBER: 0001072006-01-500009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011228 GROUP MEMBERS: TUCKER FAMILY SPENDTHRIFT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IBX GROUP INC CENTRAL INDEX KEY: 0001113677 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 650810941 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62389 FILM NUMBER: 1825578 BUSINESS ADDRESS: STREET 1: 4950 WEST PROSPECT RD CITY: FT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9547450077 MAIL ADDRESS: STREET 1: 4950 WEST PROSPECT RD CITY: FT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: VIDKID DISTRIBUTION INC DATE OF NAME CHANGE: 20000505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUE LAKE CAPITAL CORP CENTRAL INDEX KEY: 0001072006 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 902 CLINT MOORE RD STREET 2: SUITE 136 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 5619982025 MAIL ADDRESS: STREET 1: 902 CLINT MOORE RD CITY: BOCA RATON STATE: FL ZIP: 33487 SC 13D 1 sc13d-122801.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________ )(1) IBX Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common - -------------------------------------------------------------------------------- (Title of Class of Securities) 449229103 - -------------------------------------------------------------------------------- (CUSIP Number) Kevin W. Dornan, Esquire, 5185 Southeast 20th Street, Ocala, Florida 34471, Telephone: (352) 694-6661 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.449229103 13D Page 2 of 5 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Tucker Family Spendthrift Trust 65-6369368 Blue Lake Capital Corp. 65-0703836 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* Tucker Family Spendthrift Trust PF Blue Lake Capital Corp. WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF Tucker Family Spendthrift Trust 8,312,500 Blue Lake Capital Corp. 2,187,500 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY N/A _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING Tucker Family Spendthrift Trust 8,312,500 Blue Lake Capital Corp. 2,187,500 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH N/A ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Tucker Family Spendthrift Trust 8,312,500 Blue Lake Capital Corp. 2,187,500 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] N/A ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Tucker Family Spendthrift Trust 19.89% Blue Lake Capital Corp. 5.235% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* Tucker Family Spendthrift Trust OO (Trust) Blue Lake Capital Corp. CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No.449229103 13D Page 3 of 5 Pages ________________________________________________________________________________ Item 1. Security and Issuer. Common Stock IBX Group, Inc., 350 Northwest 12th Avenue, Deerfield Beach, Florida 33442 ________________________________________________________________________________ Item 2. Identity and Background. (a) The Tucker Family Spendthrift Trust (b) 2500 N. Military Trail, Suite 225; Boca Raton, Florida 33431 (c) Family Trust (d) None (e) None (f) Florida (a) Blue Lake Capital Corp. (b) 2500 N. Military Trail, Suite 225; Boca Raton, Florida 33431 (c) Business Investors & Consulting Services (d) None (e) None (f) Florida ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. Tucker Family Spendthrift Trust personal funds $126,000 Blue Lake Capital Corp. working capital $20,000 ________________________________________________________________________________ Item 4. Purpose of Transaction. (a) On December 19, 2001, iBX Group, Inc. the Issuer settled litigation involving its wholly owned subsidiary, PriMed Technologies, Inc., a Florida corporation ("PriMed"), as a result of which, a material change in control has occurred. The dispute involved the failure of PriMed to pay the Bonds. Pursuant to the terms of the settlement, the Tucker Family Spendthrift Trust purchased $26,000 worth of the Bonds and converted their Bonds into 2,843,750 shares of the Issuer's common stock. Pursuant to the terms of the settlement, Blue Lake Capital Corp. purchased $20,000 worth of the Bonds and converted their Bonds into 2,187,500 shares of the Issuer's common stock. On December 19, 2001, the Issuer concluded a private placement of $200,000 in units comprised of an aggregate of 10,937,500 shares of common stock, class A warrants entitling the holders to purchase up to 20,000,000 shares of the Issuer's common stock, subject to traditional antidilutive provisions, at an exercise price of $0.10 per share; and, class B warrants entitling the holders to purchase up to 20,000,000 shares of the Issuer's common stock, subject to traditional antidilutive provisions, at an exercise price of $0.20 per share. Half of the units were subscribed for by the Tucker Family Spendthrift Trust however, the Tucker Family Spendthrift Trust loaned their affiliate, Yankees, 468,750 of the shares subscribed to for purposes of providing year end bonuses to Yankees employees and consultants. (b) N/A (c) N/A (d) The parties to the settlement further agreed that the three designees of Yankees (acting on behalf of the Tucker Family Spendthrift Trust and Blue Lake Capital Corp.) would, be elected to vacancies on the Issuer's board of directors created by the resignations of Mr. Adam Cohen and Mr. Mitchell Hershey. Messrs. Cohen and Hershey did not resign as a result of any disputes or disagreements with the Issuer, but rather, solely to facilitate the settlement. They further agreed to enter into a three year shareholders' agreement pursuant to which the Bondholders, Mr. Brovenick, one of the Issuer's current directors; would vote all of his shares of the Issuer's common stock for the election of three designees of Yankees and three designees of Mr. Brovenick to the Issuer's board of directors, such designees to serve at the pleasure of the designating persons. Yankees' initial designees were Anthony Q. Joffe, Vanessa H. Lindsey and Kevin W. Dornan, Esquire, who were elected as directors on December 19, 2001. The shareholder agreement will be binding on all assignees of the signatories thereto, unless any of the shares subject to the shareholder agreement are sold in an open-market, brokered transaction. (e) Prior to the settlement the Issuer's total number of outstanding common shares was 14,187,497, conclduing settlement on December 19, 2001 the Issuer's total number of outstanding common shares is 41,787,497. Page 4 of 5 Pages (f) N/A (g) N/A (h) N/A (i) N/A (j) N/A ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) Tucker Family Spendthrift Trust 8,312,500 19.89% Blue Lake Capital Corp. 2,187,500 5.235% (b) Tucker Family Spendthrift Trust 8,312,500 sole voting and disposition Blue Lake Capital Corp. 2,187,500 sole voting and disposition (c) On December 19, 2001, the Tucker Family Spendthrift Trust pursuant to a settlement agreement with the Issuer purchased 2,843,750 shares of the Issuer's common stock for $0.0091428 per share , and 5,468,750 shares for $0.18285714 per share pursuant to a private placement. The Tucker Family Spendthrift Trust loaned their affiliate, Yankees, 468,750 of the shares subscribed to for purposes of providing year end bonuses to Yankees employees and consultants. On December 19, 2001, Blue Lake Capital Corp. pursuant to a settlement agreement with the Issuer purchased 2,187,500 shares of the Issuer's common stock for $0.0091428 per share (d) N/A (e) N/A ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On December 19, 2001, iBX Group, Inc. ("our Company") settled litigation involving its wholly owned subsidiary, PriMed Technologies, Inc., a Florida corporation ("PriMed"), as a result of which, a material change in control has occurred. The parties to the settlement agreement were our Company, PriMed, PriMed Technologies, L.C., a Florida limited liability company and affiliate of PriMed, Evan R. Brovenick, our Company's president and the president of PriMed ("Mr. Brovenick"); the Yankee Companies, Inc., a Florida corporation that had purchased PriMed convertible debt securities ("Yankees" and the "Bonds," respectively); the Calvo Family Spendthrift Trust, a Florida trust and affiliate of Yankees (the "CFST"), the Tucker Family Spendthrift Trust, a Florida trust and affiliate of Yankees (the "TFST"); and, Blue-Lake Capital Corp., a Florida corporation and affiliate of Yankees ("Blue Lake"). Yankees, the CFST, the TFST and Blue Lake are sometimes referred to collectively herein as the "Bondholders." The dispute involved the failure of PriMed to pay the Bonds. Pursuant to the terms of the settlement, all of the Bondholders who purchased $92,000 worth of the Bonds converted their Bonds into 10,062,500 shares of our Company's common stock, as follows: the CFST, 5,031,250 shares; the TFST, 2,843,750 shares; and, Blue Lake, 2,187,500 shares. The shares were issued pursuant to the exemption from registration under the Securities Act provided by Sections 4(2) and 3(a)(9) thereof and the parties acknowledged the restricted nature of the shares received. However, Jeffrey G. Klein, Esquire, our Company's securities counsel provided an opinion letter pursuant to the provisions of Commission Rule 144 ("Rule 144"), subsection (d)(3)(ii), the Rule 144 holding period for the shares commenced between January 17, 2001 and April 3, 2001, on the dates on which the Bonds were paid for. Upon delivery of the shares, all of the parties agreed to release each other from any and all claims of whatever kind or nature in connection with any transaction between them or any prior agreements or understandings, whether oral or written. The parties to the settlement further agreed that the three designees of Yankees (acting on behalf of all of the Bondholders) would, be elected to vacancies on our Company's board of directors created by the resignations of Mr. Adam Cohen and Mr. Mitchell Hershey. Messrs. Cohen and Hershey did not resign as a result of any disputes or disagreements with our Company, but rather, solely to facilitate the settlement. They further agreed to enter into a three year shareholders' agreement pursuant to which the Bondholders, Mr. Brovenick, one of our Company's current directors; would vote all of his shares of our Company's common stock for the election of three designees of Yankees and three designees of Mr. Brovenick to our Company's board of directors, such designees to serve at the pleasure of the designating persons. Yankees' initial designees were Anthony Q. Joffe, Vanessa H. Lindsey and Kevin W. Dornan, Esquire, who were elected as directors on the date of this agreement (see biographical data below). The shareholder agreement will be binding on all assignees of the signatories thereto, unless any of the shares subject to the shareholder agreement are sold in an open-market, brokered transaction. Page 5 of 5 Pages Private Placement On December 19, 2001, our Company concluded a private placement of $200,000 in units comprised of an aggregate of 10,937,500 shares of common stock, class A warrants entitling the holders to purchase up to 20,000,000 shares of our Company's common stock, subject to traditional antidilutive provisions, at an exercise price of $0.10 per share; and, class B warrants entitling the holders to purchase up to 20,000,000 shares of our Company's common stock, subject to traditional antidilutive provisions, at an exercise price of $0.20 per share. Half of the units were subscribed for by the CFST and half by the TFST; however, the CFST and the TFST loaned their affiliate, Yankees, 937,500 of the shares subscribed to for purposes of providing year end bonuses to Yankees employees and consultants; consequently, the shares were issued to the following persons: the CFST, 5,000,000 shares; the TFST, 5,000,000 shares; Vanessa H. Lindsey, 250,000; Coast to Coast Financial Group, Inc., 250,000 shares; Kevin W. Dornan, 250,000 shares; Sally Stroberg, 50,000 shares; Nancy Molinari, 50,000 shares; Francine Frankel, 42,500 shares; Warren Hirt, 42,500 shares; and, Donna Whitacre, 2,500 shares. As a condition of issuing the shares to the foregoing persons, they agreed to vote their shares, for a period of five years from the date of this agreement, at any shareholders meeting for the purpose of electing directors, to elect Mr. Brovenick and two additional individuals chosen by Mr. Brovenick and to elect three designees of Yankees as directors, such obligations to be binding upon any assignee except if the shares are sold in an open market, brokered transaction ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Settlement agreement dated December 19, 2001 ________________________________________________________________________________ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 28, 2001 ---------------------------------------- (Date) /s/ Leonard M. Tucker /s/ ---------------------------------------- (Signature) Leonard M. Tucker,Trustee ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EX-1 3 exb-1.txt SETTLEMENT AGREEMENT SETTLEMENT AGREEMENT This Agreement is entered into this 19th day of December 2001, by and among iBX Group, Inc. ("iBX"), PriMed Technologies, Inc., PriMed Technologies, L.C., Evan R. Brovenick ("Mr. Brovenick"), the Yankee Companies, Inc. ("Yankees"), the Calvo Family Spendthrift Trust ("CFST"), the Tucker Family Spendthrift Trust ("TFST"), and Blue-Lake Capital Corp. ("Blue Lake") (Yankees, CFST, TFST and Blue Lake sometimes referred to collectively herein as the "Bondholders"). WHEREAS, certain disputes have arisen among the parties; and WHEREAS, the parties and their affiliates desire that this agreement be treated as a universal settlement of all outstanding issues up to the date of this agreement; and WHEREAS, the parties desire to provide for the continued association of the parties in the ongoing operations of iBX; NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. All of the Bondholders who purchased $92,000 worth of bonds in PriMed Technologies, Inc., a wholly owned subsidiary of iBX ("PriMed"), shall convert their bonds into equity in iBX. Upon exercise of the conversion by this agreement, the Bondholders will be the beneficial owners of 10,062,500 shares of common stock (the "Shares"), which shall be distributed as follows: Calvo Family Spendthrift Trust 5,031,250 Tucker Family Spendthrift Trust 2,843,750 Blue Lake Capital Corp 2,187,500 2. The parties understand that the Shares to be issued pursuant to paragraph 1 of this agreement are restricted securities subject to Rule 144 of the Securities Act of 1933 ("Rule 144"). As a material inducement to this agreement, iBX's counsel, Jeffrey G. Klein, Esquire, has provided an opinion letter (attached as an exhibit hereto) that the Rule 144 holding period for the Shares commenced as of the dates between January 17, 2001 and April 3, 2001, on which the PriMed bonds were paid for. The parties agree that they will take no action inconsistent with this opinion by iBX's counsel, and iBX further agrees that it will use its best efforts to expedite any sales of the Shares after the Rule 144 holding period has expired. 3. Upon delivery of the Shares, all of the parties agrees to release each other from any and all claims of whatever kind or nature in connection with any transaction between and among the parties as a result of any prior agreements or understandings, whether oral or written, which the Settlement Agreement December 19, 2001 Page 2 parties may have against each other, up to the date of this agreement. In furtherance thereof and not by way of limitation, and without payment of any additional consideration, the parties agree to execute a general release in favor of one another that will reflect the terms set forth in this paragraph. 4. This agreement supercedes any and all prior agreements among the parties. Upon delivery of the Shares, Yankees shall dismiss any and all pending proceedings which have been initiated against PriMed, whether in court, or by mediation or arbitration. 5. The parties acknowledge that iBX has received $200,000 in funding through a separate subscription agreement, such funds being held in escrow by Jeffrey G. Klein, Esquire, until all stock certificates called for by this agreement have been delivered to him and all Board of Directors ("Board") resignations and appointments called for by paragraph 6 below have occurred. 6. The parties agree that pursuant to this agreement, the iBX Board shall be re-configured as follows: (i) Mr. Adam Cohen and Mr. Mitchell Hershey have resigned, with Mr. Steven Adelstein being one of the remaining directors; and (ii) Yankees (or its designee) will then have the right to name three persons to the Board, resulting in a seven-person Board. The directors so named by Yankees will serve at Yankees' pleasure and may be replaced by Yankees for any reason whatsoever, with or without cause. Yankees' initial designees, Anthony Q. Joffe, Vanessa H. Lindsey and Kevin W. Dornan, Esquire, have been so elected as of the date of this agreement 7. The Bondholders further agree that they will enter into a shareholder agreement that provides that they will vote their Shares, for a period of five years from the date of this agreement, to appoint Evan Brovenick ("Mr. Brovenick") and two additional persons chosen by Mr. Brovenick to the Board, but only on the express condition that Mr. Brovenick and Mr. David Blechman enter into the same shareholder agreement that they will vote their shares of iBX stock, for a period of five years, to vote for Yankees' three designees as provided above in paragraph 6 (ii). This shareholder agreement shall further provide that it will be binding on all assignees of the signatories thereto, unless any of the shares subject to the shareholder agreement are sold in an open-market, brokered transaction. 8. In addition to the Shares referred to in paragraph 1 above, the Company has issued 10,937,500 shares of its common stock to the following investors: Calvo Family Spendthrift Trust 5,000,000 shares Tucker Family Spendthrift Trust 5,000,000 Vanessa Lindsey 250,000 Coast to Coast Financial Group, Inc. 250,000 Kevin W. Dornan 250,000 Sally Stroberg 50,000 Nancy Molinari 50,000 Francine Frankel 42,500 Warren Hirt 42,500 Donna Whitacre 2,500 Settlement Agreement December 19, 2001 Page 3 9. As a condition of issuing the shares to the individuals named in paragraph 8, these individuals have agreed to vote their shares, for a period of five years from the date of this agreement, at any shareholders meeting for the purpose of electing directors, to elect Mr. Brovenick and two additional individuals chosen by Mr. Brovenick to the Board and to elect the three designees of Yankees. This obligation will be binding upon any assignee except if the shares are sold in an open market, brokered transaction. 10. The parties agree that any breach of this agreement will cause irrevocable harm to the parties and as such, in addition to any remedies available at law, the parties agree to specific performance as a remedy. 11. This Agreement shall be governed by the laws of the state of Florida with jurisdiction for any dispute in Palm Beach County, Florida. In the event of any litigation to enforce the rights of either party, the prevailing party shall be entitled to recover all costs including reasonable attorney's fees. 12. This Agreement shall be binding upon the parties hereto, their officers, directors, members, and principal shareholders. The parties agree to take all reasonable and necessary measures to carry out the purposes of this agreement. 13. THIS AGREEMENT HAS BEEN PREPARED BY JEFFREY G. KLEIN, P.A. ALL PARTIES WAIVE ANY CONFLICT OF INTEREST. IN WITNESS WHEREOF, the parties have executed this agreement as of the date set forth above. iBX Group, Inc. Evan R. Brovenick, Individually By: /s/ Evan R. Brovenick /s/ By: /s/ Evan R. Brovenick /s/ Evan R. Brovenick President Evan R. Brovenick Settlement Agreement December 19, 2001 Page 4 PriMed Technologies, Inc. PriMed Technologies, L.C. By: /s/ Evan R. Brovenick /s/ By: /s/ Evan R. Brovenick /s/ Evan R. Brovenick, President Evan R. Brovenick, Member & President The Yankee Companies, Inc. Calvo Family Spendthrift Trust By: /s/ Leonard Miles Tucker /s/ By:/s/ William A. Calvo /s/ Leonard Miles Tucker, President William A. Calvo, III, Trustee Tucker Family Spendthrift Trust Blue Lake Capital Corp. By: /s/ Leonard Miles Tucker /s/ By:/s/ Michelle Tucker /s/ Leonard Miles Tucker, Trustee Michelle Tucker, President -----END PRIVACY-ENHANCED MESSAGE-----