-----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, S+su/2QK2xXD+jbRRSABmBJSy+ICNj3d29iqMwqTvGOqH4OHhc9XXPejOicg7ons fUEKY6dKUMvdM1yE8ht+0Q== 0001096906-02-000557.txt : 20020808 0001096906-02-000557.hdr.sgml : 20020808 20020808141907 ACCESSION NUMBER: 0001096906-02-000557 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020805 ITEM INFORMATION: Other events FILED AS OF DATE: 20020808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARTA SURGICAL CORP CENTRAL INDEX KEY: 0000819981 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 222870438 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11047 FILM NUMBER: 02722782 BUSINESS ADDRESS: STREET 1: OLSEN CENTRE STREET 2: 2100 MERIDIAN PARK BLVD CITY: CONCORD STATE: CA ZIP: 94520 BUSINESS PHONE: 9258258151 MAIL ADDRESS: STREET 1: 7068 KOLL CENTER PKWY STREET 2: STE 401 CITY: PLEASANTON STATE: CA ZIP: 94566 FORMER COMPANY: FORMER CONFORMED NAME: BIO METALLICS INC DATE OF NAME CHANGE: 19900717 8-K 1 sparta8k_aug82002.txt ================================================================================ 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): August 5, 2002 SPARTA SURGICAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-11047 22-2870438 (State or other juris- (Commission (I.R.S. Employer ID diction of incorporation) File Number) Number) 849 E Stanley Blvd, #209 Livermore, CA. 94550 (Address of principal executive offices) Registrant's telephone number, including area code (925) 373-0374 not applicable (Former name or former address, if changed since last report) ================================================================================ ITEM 5 - OTHER EVENTS On August 5, 2002, in addition to his current position as President. The Company appointed Allan J. Korn to the position of Chairman of the Board and CEO. On August 7, 2002, the Company executed a non-binding letter of intent under which UPS Technology LLC will be merged into a subsidiary of the Company. The merger is subject to negotiation, execution and delivery of a definitive merger agreement by and among UPS Technology LLC and the Company, board of directors approval, completion of due diligence, all consents, clearances and approvals of third parties and governmental agencies necessary for the consummation of the merger. In consideration for the merger, the shareholders of UPS Technology LLC will be issued unregistered shares in the Company, which in the aggregate following their issuance shall be equal to eighty-five percent of the issued an outstanding common stock, $0.002 par value of the Company. The merger agreement shall also provide for anti-dilution protection for the Company's stockholders existing prior to the merger, such that the holders of common stock continue to hold at least fifteen percent of the issued and outstanding common stock of the Company for a period of fifteen months following the merger. The closing of the merger is anticipated to occur on or before August 30, 2002, however, there can be no assurance that it will occur at that time. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 8, 2002 SPARTA SURGICAL CORPORATION s/s Allan J. Korn - --------------------------------------------------- Allan J. Korn President, Secretary, CEO and Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----