UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) November 22, 2004
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Alliance Distributors Holding Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32319 33-0851302
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
15-15 132nd St. College Point, New York 11356
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (718) 747-1500
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Essential Reality, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
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[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2 (b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4 (c))
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
Effective November 22, 2004, the registrant, which was then Essential
Reality, Inc., a Nevada corporation ("Essential"), amended its Articles of
Incorporation to increase its authorized capital stock and to reverse split its
common stock on a one for 44 reverse basis, and adopted the Alliance
Distributors Holding Inc. 2004 Stock Plan (the "Plan"). Immediately thereafter,
Essential reincorporated in Delaware by merging into a Delaware wholly owned
subsidiary of Essential, and thereby changed its name to Alliance Distributors
Holding Inc. ("Alliance"). As set forth in Item 8.01, Alliance is the successor
issuer to Essential, and is now the registrant.
As a result of the merger: (i) each share of Essential common and preferred
stock outstanding immediately prior to the effective time of the merger was
automatically converted into one share of Alliance's common stock and preferred
stock, respectively, with the result that Alliance is now the publicly held
corporation and the registrant, and Essential has been merged out of existence
by operation of law; (ii) the stockholders of Essential immediately prior to the
merger became the stockholders of Alliance; (iii) each option and warrant to
acquire shares of Essential common stock outstanding immediately prior to the
merger was converted into and became an equivalent option or warrant to acquire,
upon the same terms and conditions, the equal number of shares of Alliance's
common stock (whether or not such option or warrant was then exercisable) and
the exercise price per share under each respective option or warrant remained
equal to the post reverse split exercise price per share immediately prior to
the merger; (iv) the Plan became the stock plan of Alliance; (v) the Certificate
of Incorporation and Bylaws of Alliance became the Certificate of Incorporation
and Bylaws of the registrant; and (vi) the directors and officers of Essential
in office immediately prior to the merger became the directors and officers of
Alliance.
The authorized capital stock of Alliance now consists of 100,000,000 shares of
common stock and 10,000,000 shares of preferred stock, each par value $.001 per
share. There are issued and outstanding 45,157,550 shares of common stock,
482,489 shares of Series A Convertible Non Redeemable Preferred Stock that are
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convertible in the aggregate into 7,675,961 shares of common stock, and warrants
to buy 2,064,096 shares of common stock.
ITEM 8.01. Other Events
The shares of common stock, par value $0.001 per share, of Alliance
issued in connection with the merger described under Item 5.03 are deemed
registered in accordance with Section 12(g) of the Securities Exchange Act of
1934, as amended, pursuant to Rule 12g-3(a) of the Exchange Act rules.
Alliance's common stock will continue to trade on the Pink Sheets under the
ticker symbol "ADTR."
This Current Report on Form 8-K is being filed by Alliance as the
initial report of Alliance to the Commission and as notice that it is the
successor issuer to Essential and thereby subject to the information
requirements of the Act, and the rules and regulations promulgated thereunder,
and in accordance therewith files reports and other information with the
Commission.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed herewith:
2. Form of Agreement and Plan of Merger dated as of October 25, 2004 by
and between Essential Reality, Inc. and Alliance Distributors Holding
Inc.
3.1 Alliance Distributors Holding Inc. Certificate of Incorporation
3.2 Alliance Distributors Holding Inc. Bylaws
3.3 Alliance Distributors Holding Inc. 2004 Stock Plan
99.1 Press Release dated November 23, 2004
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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 thereunto duly authorized.
ALLIANCE DISTRIBUTORS HOLDING INC.
Registrant
Date: November 23, 2004 By /s/ Jay Gelman
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Jay Gelman, CEO
EXHIBIT INDEX
2. Form of Agreement and Plan of Merger dated as of October 25, 2004 by
and between Essential Reality, Inc. and Alliance Distributors Holding
Inc.
3.1 Alliance Distributors Holding Inc. Certificate of Incorporation.
3.2 Alliance Distributors Holding Inc. Bylaws.
3.3 Alliance Distributors Holding Inc. 2004 Stock Plan
99.1 Press Release dated November 23, 2004.
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