U. S. 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): December 26, 2001
RAPTOR INVESTMENTS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-23026 22-3261564
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(Commission File Number) (IRS Employer Identification No.)
2855 N. UNIVERSITY DRIVE, SUITE 320, CORAL SPRINGS, FL 33065
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(Address of principal executive offices)
Registrant's telephone number, including area code
(954) 346-5799
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(Former name or former address, if changed since last report)
N/A
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective December 26, 2001, Raptor Investments, Inc.("Raptor"),
entered into an Acquisition Agreement ("Acquisition Agreement") with LBI
Properties, Inc., a Florida corporation ("LBI Properties") and the shareholders
of LBI Properties. The shareholders of LBI Properties include Paul F. Lovito,
Jr., Matthew J. Lovito and Marc A. Lovito, officers and directors of Raptor.
Effective December 26, 2001, Raptor entered into a Stock Acquisition Agreement
("Stock Agreement") with Paul F. Lovito, Jr., Matthew J. Lovito, Marc A. Lovito,
Darrin Lovito and LBI Capital Partners, L.P., as shareholders of LBI E Web
Communities, Inc., a Florida corporation ("LBI E Web").
Pursuant to the Acquisition Agreement, Raptor effected the stock
exchange at the rate of 1:5. Raptor acquired all of the issued and outstanding
shares of the Common Stock of LBI Properties in exchange for the issuance of
19,974,298 shares of the Common Stock of Raptor to be delivered to the LBI
Properties shareholders on a pro-rata basis.
Pursuant to the Stock Agreement, Raptor effected the stock exchange at
the rate of 1:3. Raptor acquired all of the issued and outstanding shares of the
Common Stock of LBI E Web in exchange for the issuance of 19,800,000 shares of
the Common Stock of Raptor to be delivered to the LBI E Web shareholders on a
pro-rata basis.
As a result of acquiring all of the issued and outstanding Common stock
of LBI Properties and LBI E Web, LBI Properties and LBI E Web became
wholly-owned subsidiaries of Raptor. Following the transaction, the former LBI
Properties shareholders and LBI E Web shareholders own an aggregate of
39,774,298 or 90.63% of Raptor's issued and outstanding shares of Common Stock
with holders of 5% or greater as follows:
Shares Beneficially Owned
NAME OF BENEFICIAL OWNER NUMBER PERCENT
Paul Lovito (1) 27,959,600 63.71%
LBI Capital Partners, LP 7,900,000 18.00%
LBI Holdings, Inc. 3,420,000 7.79%
Matthew Lovito (2) 2,780,000 6.33%
Marc Lovito (3) 2,578,000 5.87%
Darrin Lovito 2,402,000 5.47%
All directors and executive
officers as a group (3 persons) 33,317,600 75.92%
(1) Includes 23,600 shares held by Mr. Lovito's daughter, 6,000 shares
held by a partnership in which Mr. Lovito is a general partner with
sole voting and dispositive power over the Raptor shares, 3,420,000
shares held by LBI Holdings, Inc., a corporation wholly owned by Mr.
Lovito, and 7,900,000 shares held by LBI Capital Partners, LP, a
limited partnership in which Mr. Lovito is a general partner with
sole voting and dispositive power over the Raptor shares. Mr. Lovito
expressly disclaims beneficial ownership of shares held by his
brothers.
(2) Mr. Lovito expressly disclaims beneficial ownership of shares held by
his brothers.
(3) Mr. Lovito expressly disclaims beneficial ownership of shares held by
his brothers.
LBI Properties is an early stage real estate holding company. LBI
Properties currently owns a residential lot in Cape Coral, Florida, and has
identified two additional residential lots that it intends to acquire in the
near future. In addition to the foregoing, LBI Properties is seeking
acquisitions in the following areas: income producing commercial and residential
properties, residential development projects, leisure and destination
properties, and reals estate service operations.
LBI E Web is an internet related holding company that currently owns
the following five domain names: FinanceItOnTheWeb.com (a financial services
directory site), Brassbulls.com (a public relations and financial information
site), MyEnumber.com (an online address book and one stop rolodex),
Homewaiter.com (a food delivery and information site), and Mimesaro.com (a
Spanish food delivery and information site). The Brassbulls.com and
MyEnumber.com websites are in the final phases of construction, while the
development of the other listed websites will commence shortly. LBI E Web plans
to create a network of self developed websites covering a diverse universe of
subjects.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements and Pro Forma Financial Information
(1) The Company shall file Financial Statements and Pro Forma
Financial Information by an amendment to this Form 8-K
within 60 days of the due date of this filing.
(b) Exhibits
(1) Stock Acquisition Agreement dated December 26, 2001, by
and among the Corporation on behalf of the shareholders of
Raptor Investments, Inc., and Paul F. Lovito, Jr., Matthew
J. Lovito, Marc A. Lovito, Darrin Lovito and LBI Capital
Partners, L.P., as shareholders of LBI E Web Communities,
Inc., a Florida corporation.
(2) Acquisition Agreement dated December 6, 2001, and
effective December 26, 2001, by and among the Corporation
on behalf of the shareholders of Raptor Investments, Inc.,
and LBI Properties, Inc., a Florida corporation, on behalf
of the shareholders of LBI Properties, Inc.
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: January 4, 2002
RAPTOR INVESTMENTS, INC.
/S/ PAUL F. LOVITO, JR.
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Paul F. Lovito, Jr., President