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):
October 17, 2001
ENTERTAINMENT INTERNATIONAL, LTD.
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(Exact name of Registrant as Specified in its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
0-14646 06-1113228
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(Commission File Number) (I.R.S. Employer Identification No.)
7380 Sand Lake Road, Orlando, Florida 32819
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (407) 351-0011
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Change in Control Registrant.
On October 17, 2001 Registrant, through its wholly owned subsidiary
ENTI Acquisition Corp. ("ENTI" or "Registrant"), closed a transaction (the
"Transaction") providing for the acquisition of all of the issued and
outstanding shares of CSTI Hi-Tech, Ltd. ("CSTI") an Israeli corporation, in
exchange for approximately 31,052,483 shares of Registrant's unregistered
restricted common stock on a post-split basis (simultaneously with the closing
Registrant effectuated a one for twenty reverse stock split effective on October
18, 2001 of all of its issued and outstanding stock as approved by the
shareholders of the company on December 28, 2000.)
A copy of the Stock Purchase Agreement dated as of the 21st day of
August, 2001, by and among Entertainment International Ltd., a New York
corporation ("ENTI"), ENTI Acquisition I Corp., a New York corporation and a
wholly-owned subsidiary of ENTI (the "Buyer"), CSTI Hi-Tech Ltd., an Israeli
limited liability company ("CSTI" or the "Company") and the shareholders of CSTI
as set forth in Schedule 2.1(a),(collectively, the "Sellers," and individually
each a "Seller") is included herein as Exhibit 10.1. Financial Statements for
CSTI for the fiscal year ended December 31, 2000 and for the six months ended
June 30, 2001 are included as Exhibits to the Stock Purchase Agreement.
Following the closing of the transaction, the former shareholders of
CSTI controlled approximately 85 percent of ENTI's outstanding share capital
(36,532,333 shares). Mr. Jacob Lustgarten, the president of CSTI became the
Chairman and Chief Executive Officer of the Registrant. Mr. Louis J. Pearlman,
resigned as Chairman and Chief Executive Officer of Registrant, and will remain
on the Board of Directors. Meir Elazar, General Counsel for CSTI, will fill the
remaining vacancy on the Registrant's Board of Directors. Effective immediately
the activities of CSTI are to be conducted through Registrant. CSTI is
headquartered in Israel, 4 Ashlagan St., P.O. Box 8624, Kiryat Gat 82021, Israel
(011 972 8 660 2108).
CSTI has offices in Germany and Italy and is engaged in the business of
the planning, production and installation of ultra-high purity systems for
transporting highly pure gases and chemicals. These highly pure products are
used in the production of products ranging from micro-electronics, optical
fibers and metal blades to pharmaceutical and bio-technology items. CSTI
currently has 140 employees and its customers include Sapio Gas Company (Italy),
Hydrogas (Scandanavia), Pirelli Optic Fibres (Italy), Teva (Israel) and Intel
(Israel) among others.
Registrant intends to change its corporate name to reflect its new
activities. Its trading symbol on OTC Bulletin Board has been temporarily
changed to ENTM.
Item 7. Exhibits.
10.1 Stock Purchase Agreement dated as of the 21st day of August, 2001,
by and among Entertainment International Ltd., a New York corporation
("ENTI"), ENTI Acquisition I Corp., a New York corporation and a
wholly-owned subsidiary of ENTI (the "Buyer"), CSTI Hi-Tech Ltd., an
Israeli limited liability company ("CSTI" or the "Company") and the
shareholders of CSTI as set forth in Schedule 2.1(a),(collectively, the
"Sellers," and individually each a "Seller").
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: October 26, 2001
ENTERTAINMENT INTERNATIONAL LTD.
By: /s/ Jacob Lustgarten
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Jacob Lustgarten
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Description
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10.1 Stock Purchase Agreement dated as of the 21st day of August, 2001, by
and among Entertainment International Ltd., a New York corporation
("ENTI"), ENTI Acquisition I Corp., a New York corporation and a
wholly-owned subsidiary of ENTI (the "Buyer"), CSTI Hi-Tech Ltd., an
Israeli limited liability company ("CSTI" or the "Company") and the
shareholders of CSTI as set forth in Schedule 2.1(a),(collectively,
the "Sellers," and individually each a "Seller").