SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: May 10, 2001
TTI HOLDINGS OF AMERICA CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-30734 11-3255619
(State of Incorporation) (Commission File Number) (IRS Employer
Identification #)
76 North Broadway, Hicksville, New York 11801
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(Address of Principal Executive Offices)
516.931.5700
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(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On May 17, 2001, the Company reported that on May 10, 2001, the Company
closed on the first two of the Comprehensive Outpatient Rehabilitation Facility
("CORF"). Subsequent to the filing of the original Report, on May 17, 2001, the
Company has reported that it had closed on additional five (5) CORF's for a
total of seven (7).
The purchase price for each of the corporations was stock of the
Company in the amount equal to $1,100,000 each. The exact number of shares to be
issued to the shareholder(s) of each CORF is to be determined using a formula.
The formula to determine the share price used in calculating the number of
shares issued to the shareholder(s) of the CORF is:
Three applicable periods relative to the value of the Company's stock
30-day period prior to the acquisition;
30-day period from the acquisition (inclusive of acquisition
day); and
31 to 60 day period from acquisition (inclusive of acquisition
date)
The average high ask price and the low bid price are averaged for each
period as set forth above. In no event shall the Average Price be below $4.00 or
above $15.00. The two lowest Average Prices for the three periods are then
averaged to determine the share price placed at the time of acquisition.
The Company has learned however, during due diligence, that the
licenses that the CORFs operate under must be newly approved by the government
when a CORF is sold to a new Owner and are not automatically approved with the
purchase of an existing CORF corporation. Since the timeliness of such approval
is not predictable, the Company is amending the transactions with the sellers to
not be a completed and sale of the CORFs at this time. Only upon the actual
issuance of a new license to the Company will the transactions be considered
closed by all parties and an up to date audit be completed. Any and all share
certificates already issued to the owners of the CORFs will be returned and held
by the Escrow Agent until the transactions are completed.
A full description of the CORFs are contained in the previous filings
by the Company on Form 8-K, dated May 17, 2001 and June 28, 2001.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS
The Company intends to file the appropriate and necessary financial
statements required within the time period set forth in the applicable rules,
upon the completion of the transaction contained herein.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
EXHIBITS
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
By: /s/ Andrew B. Mazzone
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Andrew B. Mazzone
CEO, President
Date: July 17, 2001