UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 18, 2004
Used Kar Parts, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 04-3721895
--------------------------------- --------------------
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification No.)
3 West 57th Street, 8th Floor
New York, New York 10019
----------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (646) 442-4985
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5 Other Events and Required FD Disclosure.
On May 18, 2004, Used Kar Parts, Inc., a Florida corporation ("Used
Kar"), entered into a Securities Exchange Agreement (the "Agreement") by and
among Xenomics, a California corporation (the "Xenomics") and the individuals
named on Schedule 1.1 thereto (the "Shareholders") A copy of the Agreement is
attached hereto as Exhibit 10.1.
Pursuant to the Agreement, Used Kar agreed to purchase all of the
outstanding shares of common stock of Xenomics which is owned by the
Shareholders aggregating 3,807,055 shares in exchange for 2,258,001 shares of
common stock of Used Kar. The closing of the transaction is subject to a number
of conditions, including (i) the closing occurring prior to June 15, 2004, (ii)
Used Kar completing a private placement of its common stock, (iii) Xenomics
entering into a consulting agreement with L. David Tomei and employment
agreements with each of Samuil Umansky and Hovsep Melkonyan (each of whom are
shareholders), (iv) each of L. David Tomei, Samuil Umansky and Hovsep Melkonyan
entering into a one year option agreement with Used Kar to acquire certain
technology from Xenomics upon the occurrence of certain conditions related to
the failure of Used Kar to apply financial resources to the development of the
technology and (v) a voting agreement being entered into by Used Kar, the
Shareholders, Used Kar's shareholders holding unregistered common stock and the
investors in the proposed private placement to provide certain protection for
minority shareholders.
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------ -----------
10.1 Securities Exchange Agreement by and among Used Kar
Parts, Inc., the individuals named on Schedule 1.1
thereto and Xenomics dated as of May 18, 2004.
2
SIGNATURE
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, hereto duly authorized.
Dated: June 1, 2004 USED KAR PARTS, INC.
By: /s/ Christoph Bruening
------------------------------
Christoph Bruening
President
3