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
October 12, 2001
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Date of Report
(Date of Earliest Event Reported)
VIVA GAMING & RESORTS INC.
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(Exact Name of Registrant as Specified in its Charter)
Florida 000-29443 65-0873132
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3611 S. Lindell Rd., Suite 108, Las Vegas, Nevada 89103-1241
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(Address of Principal Executive Office)
(702) 739-1769
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(Registrant's telephone number,
including area code)
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(Former Name, if Changed Since Last Report)
ITEM 1. CHANGE OF CONTROL.
A. AUGUST 29, 2001 PURCHASES
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On August 29, 2001, Viva Gaming & Resorts Inc. (the "Company")
issued new shares of the Company's common stock, par value $.001 per share (the
"Shares") to certain individuals pursuant to an Agreement dated September 11,
2001 substantially in the form of EXHIBIT 2.1 in the following manner:
1. Tomas Caparroso Franco received 1,137,500 Shares in exchange for
796,250 shares of the Company's subsidiary, Viva Gaming & Resort
de Mexico, S.A. de C.V. ("Viva Mexico")
2. Mauricio Yucundo Marquez Garcia received 1,137,500 Shares in
exchange for 796,250 shares of Viva Mexico;
3. Bernardo Ramon Rafael Terrazas Salgado received 250,000 Shares
in exchange for 175,000 shares of Viva Mexico; and
4. Manuel Cruz Limon received 25,000 Shares in exchange for 17,499
shares of Viva Mexico.
B. OCTOBER 12, 2001 PURCHASES
--------------------------
On October 12, 2001, the Company issued new Shares to certain
entities and individuals pursuant to the following agreements, which were all
dated July 10, 2001, in the following manner:
1. Pursuant to a Stock Purchase Agreement substantially in the form
of EXHIBIT 2.2, the Company issued 2,500,000 Shares to
Phoenix Leisure, Inc. ("Phoenix") for consideration
of $500,000. The Company also issued 1,000,000 Shares to Phoenix
for $1,000 pursuant to a Stock Purchase Agreement substantially
in the form of EXHIBIT 2.2. Phoenix also received
1,000,000 Shares and a Convertible Promissory Note in the amount
of $500,000, substantially in the form of EXHIBIT 2.3
(the "Note") in exchange for the sale to ABD Gaming Supply
("ABD") of 600 Gaming Machines, pursuant to a Gaming Equipment
Sale Agreement between Phoenix and ABD, substantially in the
form of EXHIBIT 2.4. Phoenix also received 500,000
Shares upon conversion of the Note.
2. Pursuant to a Conversion Agreement substantially in the form of
EXHIBIT 2.5, Robert Sim converted $300,000 of debt owing to him
from the Company into 1,500,000 Shares.
3. Pursuant to a Conversion Agreement substantially in the form of
EXHIBIT 2.6, Bram Solloway converted notes payable to entities
he controls in the amounts of $200,000, $144,300 and $164,000,
plus the interest accrued thereon, into 2,500,000 Shares.
Immediately after the conversion, on the same day, pursuant to
Securities Purchase Agreements substantially in the form of
EXHIBIT 2.7, Eric Nelson, the Chairman of the Board and
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President of Phoenix and the Chief Executive Officer, President
and a Director of the Company, purchased 500,000 Shares from Mr.
Solloway for $100,000; Stephen M. Irwin, a Director of the
Company, purchased 1,000,000 Shares from Mr. Solloway for
$200,000; 50,000 of which were subsequently sold by Mr. Irwin
for $10,000; Clifford McCarlie, a Director of the Company,
purchased 250,000 Shares from Mr. Solloway for $50,000; Eugene
McCarlie, Jr., a Director of Phoenix, purchased 250,000 Shares
from Mr. Solloway for $50,000; Peter LaFemina, the Chief
Financial Officer, Secretary and Treasurer of Phoenix and the
Chief Financial Officer, Secretary and Treasurer of the Company,
purchased 250,000 Shares from Mr. Solloway for $50,000; and
Douglas Waugh purchased 250,000 Shares from Mr. Solloway for
$50,000.
Mr. Nelson subsequently sold 275,000 of the 500,000 Shares he
purchased from Mr. Solloway, including sales of 25,000 Shares to
Mr. C. McCarlie for $5,000, 25,000 Shares to Mr. E. McCarlie,
Jr. for $5,000, and 25,000 Shares to Mr. LaFemina for $5,000.
These sales were made pursuant to Securities Purchase Agreements
substantially in the form of EXHIBIT 2.7.
4. Pursuant to a Conversion Agreement substantially in the form of
Exhibit 2.8, a promissory note payable by the Company to Thomson
Kernaghan & Co. Ltd. in the amount of $1,000,000 was converted
into Shares issued in the following manner: 2,500,000 Shares
were issued to Mr. R.A. McDonald and 2,500,000 Shares were
issued to Dana Gilman. Immediately after the conversion, on the
same day, Mr. Gilman sold 1,275,000 of these Shares, including a
sale of 1,250,000 Shares to Mr. Nelson for $250,000, pursuant to
a Securities Purchase Agreement substantially in the form of
EXHIBIT 2.7.
5. Pursuant to a Stock Purchase Agreement substantially in the form
of EXHIBIT 2.9, Mr. R.A. McDonald purchased an additional
1,590,000 Shares from the Company for $318,000.
6. Pursuant to a Stock Purchase Agreement substantially in the form
of EXHIBIT 2.9, Mark McDonald purchased 500,000 Shares from the
Company for $100,000.
7. Pursuant to a Stock Purchase Agreement substantially in the form
of EXHIBIT 2.9, Mrs. Wilhelmina McDonald purchased 100,000
Shares from the Company in trust for her son, Ian McDonald, for
$20,000.
8. Pursuant to a Stock Purchase Agreement substantially in the form
of EXHIBIT 2.9, Mrs. Wilhelmina McDonald purchased 100,000
Shares from the Company in trust for her daughter, Morgan
McDonald, for $20,000.
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9. Pursuant to a Stock Purchase Agreement substantially in the form
of EXHIBIT 2.9, Dora Antulov-Sanvido purchased 100,000 Shares
from the Company for $20,000.
10. Pursuant to a Conversion Agreement substantially in the form of
EXHIBIT 2.5, Middlemarch Partners Ltd. ("Middlemarch") converted
debt owed to it from the Company in the amount of $50,000 into
250,000 Shares.
C. SHAREHOLDERS AGREEMENT
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On July 10, 2001, Phoenix, Mr. Sim, Mrs. Sim, Mr. Nelson, Mr. Irwin,
Mr. C. McCarlie, Mr. E. McCarlie, Jr., Mr. LaFemina, Mr. R.A. McDonald, Mrs.
McDonald (as trustee of Shares held in trust for the benefit of Ian and Morgan
McDonald), Mr. M. McDonald, Ms. Antulov-Sanvido, Mr. Waugh, Middlemarch, Mr.
Caparroso, Mr. Marquez, Mr. Terrazas and Mr. Cruz (each a "Shareholder", and
collectively the "Shareholders") entered into that certain Amended & Restated
Shareholders Agreement dated as of July 10, 2001 (the "Shareholders Agreement")
to vote together on certain matters relating to corporate governance of the
Company. As a result of the Shareholders Agreement, as of October 12, 2001, a
voting block of an aggregate of 21,087,000 Shares of the Company was formed,
constituting approximately 69.1% of the outstanding Shares, which, in effect,
gave the voting block of Shareholders control of the Company.
All of the parties to the Shareholders Agreement have agreed
thereunder to vote their shares in the following manner: (i) for re-election of
the current Directors of the Company; (ii) to elect to the Board two (2)
individuals designated by Phoenix until such time as the Company completes a
sale of Shares as part of a firm commitment under a written public offering of
the Company's common stock underwritten by a nationally recognized full service
investment bank pursuant to which the aggregate net proceeds received by the
Company is at least $10 million (calculated after deducting underwriting
discounts and commissions and after the calculation of expenses) (a "Qualified
Public Offering"); and (iii) in such a manner as to enable Shareholders entitled
to designate members of the Board of the Company pursuant to provisions
described in subsection (ii) above and, in their sole discretion, to remove and
replace the designees, pursuant to the Shareholders Agreement.
The Shareholders Agreement shall be in effect until the occurrence
of the earlier of (a) the closing of a Qualified Public Offering, or a sale of
all or substantially all of the assets or capital stock of the Company; (b) the
written agreement of all of the parties thereto; (c) the dissolution, bankruptcy
or insolvency of the Company; (d) at such time as only one Shareholder remains,
the Shares of common stock of the other Shareholders having been purchased or
redeemed, as appropriate, in accordance with the terms of the Shareholders
Agreement; (e) a Change in Control (as defined below); or (f) five (5) years
from the date of the Shareholders Agreement. For purposes of the Shareholders
Agreement, a "Change
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in Control" shall be deemed to have occurred if the
Company: (i) merges or consolidates with another entity and the holders of the
Shares of common stock immediately prior to such merger or consolidation fail to
own at least a majority of the voting capital stock of the surviving entity
immediately following such merger or consolidation; (ii) sells or otherwise
transfers all or substantially all of its assets; or (iii) transfers more than
50% of the voting capital stock of the Company in a single transaction or a
series of related transactions. Upon termination of the Shareholders Agreement,
the Shareholders will not be deemed to share voting power of each other's Shares
and, consequently, the voting block will lose control of the Company.
The information relating to the number of Shares of common stock
held by each of the Shareholders and the sources of funds used to acquire such
Shares are as follows:
The aggregate purchase price of the 5,000,000 Shares of common stock
acquired by Phoenix is $501,000, plus additional compensation that was remitted
in the form of gaming equipment. 4,500,000 of the Shares of common stock held by
Phoenix were acquired with corporate funds and the sale of gaming equipment;
500,000 of the Shares of common stock held by Phoenix were acquired by
conversion of the Note.
Mr. R.A. McDonald holds 4,092,000 Shares of common stock directly.
The aggregate purchase price of 4,090,000 of the Shares of common stock held by
Mr. R.A. McDonald is $818,000. 1,590,000 of these Shares of common stock were
acquired for $318,000 using personal funds. 2,500,000 of these Shares of common
stock were acquired upon conversion of a promissory note originally payable by
the Company to Thomson Kernaghan & Co. Ltd. into equity, effective October
12, 2001. Mr. R.A. McDonald previously owned 2,000 Shares of common stock
directly. Mr. R.A. McDonald is the Chairman of the Board, President and a
Director of B-Mac Trading Co. Ltd. ("B-Mac") and the Chairman and President of
Noramco Capital Corp. ("Noramco"). B-Mac is a wholly owned subsidiary of
Noramco. B-Mac and Noramco previously owned 339,000 and 125,000 Shares of common
stock, respectively. By virtue of his relationship to B-Mac and Noramco, Mr.
R.A. McDonald may be deemed to beneficially own the Shares held by B-Mac and
Noramco. Mr. R.A. McDonald disclaims beneficial ownership of the Shares of
common stock held by B-Mac and Noramco, except to the extent of his equity
interest in them.
The aggregate purchase price of the 200,000 Shares of common stock
acquired by Mrs. Wilhelmina McDonald in trust for her children is $40,000.
200,000 of the Shares of common stock acquired by Mrs. McDonald on behalf of her
children were acquired with personal funds.
The aggregate purchase price of the 500,000 Shares of common stock
acquired by Mr. Mark McDonald is $100,000. 500,000 of the Shares of common stock
acquired by Mr. Mark McDonald were acquired with personal funds.
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The aggregate purchase price of the 100,000 Shares of common stock
acquired by Ms. Antulov-Sanvido is $20,000. 100,000 of the Shares of common
stock acquired by Ms. Antulov-Sanvido were acquired with personal funds. Ms.
Antulov-Sanvido is a Director of Noramco. B-Mac and Noramco previously owned
339,000 and 125,000 Shares, respectively. By virtue of her relationship to
Noramco, Ms. Antulov-Sanvido may be deemed to beneficially own the Shares held
by B-Mac and Noramco. Ms. Antulov-Sanvido disclaims beneficial ownership of the
Shares of common stock held by B-Mac and Noramco, except to the extent of her
equity interest therein.
Mr. Sim holds 2,960,000 Shares of common stock. The aggregate
purchase price of 1,500,000 of the Shares of common stock acquired by Mr. Sim is
$300,000. These 1,500,000 Shares of common stock acquired by Mr. Sim were
acquired upon conversion of debt owed by the Company to Mr. Sim into equity,
effective October 12, 2001. Prior to such conversion, Mr. Sim held 1,460,000
Shares of common stock directly. Additionally, prior to the transaction, Mrs.
Sim held 735,000 Shares of common stock.
Mr. Nelson acquired 1,475,000 Shares of common stock. The aggregate
purchase price of the 1,475,000 Shares of common stock acquired by Mr. Nelson is
$295,000. All of these Shares of common stock were acquired with personal funds.
Additionally, options to purchase 1,000,000 Shares of common stock ("Options")
that are exercisable within 60 days of the date hereof were granted to Mr.
Nelson by the Board of Directors on October 19, 2001. Mr. Nelson received a
proxy to vote the Shares of common stock held by Bram Solloway on October 12,
2001 (the "Proxy"); however, Mr. Solloway's Shares of common stock are not
subject to the Shareholders Agreement. Mr. Nelson is the Chairman of the Board
and President of Phoenix. By virtue of his relationship to Phoenix, Mr. Nelson
may be deemed to beneficially own the 5,000,000 Shares of common stock owned by
Phoenix. Mr. Nelson disclaims beneficial ownership of the Shares owned by
Phoenix, except to the extent of his equity interest therein.
The aggregate purchase price of the 950,000 Shares of common stock
acquired by Mr. Irwin is $190,000. The 950,000 Shares of common stock acquired
by Mr. Irwin were acquired with personal funds.
The aggregate purchase price of the 275,000 Shares of common stock
acquired by Mr. E. McCarlie, Jr. is $55,000. The 275,000 Shares of common stock
acquired by Mr. E. McCarlie, Jr. were acquired with personal funds. Mr. E.
McCarlie, Jr. is a Director of Phoenix. By virtue of his relationship to
Phoenix, Mr. E. McCarlie, Jr. may be deemed to beneficially own the 5,000,000
Shares owned by Phoenix. Mr. E. McCarlie, Jr. disclaims beneficial ownership of
the Shares owned by Phoenix, except to the extent of his equity interest
therein.
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The aggregate purchase price of the 275,000 Shares of common stock
acquired by Mr. C. McCarlie is $55,000. The 275,000 Shares of common stock
acquired by Mr. C. McCarlie were acquired with personal funds.
The aggregate purchase price of the 275,000 Shares of common stock
acquired by Mr. LaFemina is $55,000. The 275,000 Shares of common stock acquired
by Mr. LaFemina were acquired with personal funds. Additionally, Options to
purchase 200,000 Shares of common stock were granted to Mr. LaFemina in
connection with his employment agreement on October 19, 2001. Mr. LaFemina is
the Chief Financial Officer and Treasurer of Phoenix. By virtue of his
relationship with Phoenix, Mr. LaFemina may be deemed to beneficially own the
5,000,000 Shares of common stock owned by Phoenix. Mr. LaFemina disclaims
beneficial ownership of the Shares owned by Phoenix, except to the extent of his
equity interest therein.
The aggregate purchase price of the 250,000 Shares of common stock
acquired by Mr. Waugh is $50,000. The 250,000 Shares of common stock acquired by
Mr. Waugh were acquired with personal funds.
Middlemarch acquired 250,000 Shares of common stock. The 250,000
Shares of common stock acquired by Middlemarch were acquired by conversion of
debt owed by the Company to Middlemarch into equity.
The aggregate purchase price of the 1,137,500 Shares of common stock
acquired by Mr. Caparroso was satisfied by exchange of shares of Viva Mexico for
Shares of common stock.
The aggregate purchase price of the 1,137,500 Shares of common stock
acquired by Mr. Marquez was satisfied by exchange of shares of Viva Mexico for
Shares of common stock.
The aggregate purchase price of the 250,000 Shares of common stock
acquired by Mr. Terrazas was satisfied by exchange of shares of Viva Mexico for
Shares of common stock.
The aggregate purchase price of the 25,000 Shares of common stock
acquired by Mr. Cruz was satisfied by exchange of shares of Viva Mexico for
Shares of common stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
the beneficial ownership of the Shares of common stock as of the close of
business on October 12, 2001 for (i) each of the Company's directors (ii) each
of the Company's executive officers (iii) each stockholder known to be the
beneficial owner of more than five
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percent of any class of the Company's voting securities and (iv) all directors
and executive officers as a group. Unless otherwise indicated, the address of
each stockholder is c/o the Company, 3611 S. Lindell Rd., Suite 108, Las Vegas,
Nevada 89103-1241. Collectively, the Shareholders (including Phoenix and the
directors and officers listed below) share voting power over 69.1% of the Shares
of common stock of the Company by virtue of the Shareholders Agreement, under
which they have agreed to vote in the manner described above. The terms of the
Shareholders Agreement are discussed above.
Beneficial Ownership
of Common Stock(1)
Percentage of
Name and Address of Beneficial Owner Number (2) Outstanding Stock
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Phoenix Leisure, Inc. 5,000,000(3) 17.1%
R.A. Bruce McDonald 4,556,200(4) 15.5%
c/o Noramco Capital Corp.
Suite 1000
1177 West Hastings Street
Vancouver, BC Canada V6E 2K3
Eric L. Nelson 8,475,000(5) 28.0%
Stephen M. Irwin 950,000(6) 3.2%
Robert Sim 2,960,000(7) 10.1%
Clifford McCarlie 275,000(8) *
Peter R. LaFemina 5,475,000(9) 18.5%
Dana Gilman 3,025,000 (10) 10.3%
c/o Yorktown Securities, Inc.,
Suite 3100 P.O. Box 830,
181 Bay Street, BCE Place, Toronto,
Ontario
Canada M5J2T3
All directors and 17,691,200(11) 58.0%
executive officers as a group
(6 persons)
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* Less than 1.0%
(1) Under rules adopted by the Securities and Exchange Commission, a
person is deemed to be a beneficial owner of securities with respect
to which such person has or shares: (i) voting power, which includes
the power to vote or direct the vote of the security, or (ii)
investment power, which includes the power to dispose of or to
direct the disposition of the security. Those shareholders subject
to the Shareholders Agreement have shared voting power as to the
Shares that are subject to the Shareholders Agreement.
(2) As of October 12, 2001, there were outstanding 29,317,700 Shares of
common stock.
(3) Consists of 5,000,000 Shares of common stock held directly by
Phoenix. Phoenix also has shared voting power over the 16,087,000
Shares of common stock held by the other Shareholders that are
parties to the Shareholders Agreement.
(4) Includes 4,092,000 Shares of common stock held directly by Mr. R.A.
McDonald, 339,200 Shares of common stock that Mr. R.A. McDonald may
be deemed to own by virtue of his relationship with B-Mac Trading
Co. Ltd. and 125,000 Shares of common stock that Mr. R.A. McDonald
may be deemed to own by virtue of his relationship with Noramco
Capital Corp. Mr. R.A. McDonald also has shared voting power over
the 16,995,000 Shares of common stock held by the other Shareholders
that are party to the Shareholders Agreement.
(5) Consists of 1,475,000 Shares of common stock held directly by Mr.
Nelson, 1,000,000 Shares of common stock issuable upon exercise of
Options exercisable within 60 days of the date hereof held by Mr.
Nelson, 1,000,000 Shares of common stock that Mr. Nelson votes
pursuant to a Proxy from Mr. Solloway, and 5,000,000 Shares of
common stock that Mr. Nelson may be deemed to beneficially own by
virtue of his relationship with Phoenix. Mr. Nelson also has shared
voting power over the 13,612,000 Shares of common stock owned by the
other Shareholders that are parties to the Shareholders Agreement.
(6) Consists of 950,000 Shares of common stock held directly by Mr.
Irwin. Mr. Irwin also has shared voting power over the 20,137,000
Shares of common stock held by the other Shareholders that are
parties to the Shareholders Agreement.
(7) Consists of 2,960,000 Shares of common stock held directly by Mr.
Sim. Mr. Sim also has shared voting power over the 18,127,000 Shares
of common
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stock held by the other Shareholders that are parties to the
Shareholders Agreement.
(8) Consists of 275,000 Shares of common stock held directly by Mr. C.
McCarlie. Mr. C. McCarlie also has shared voting power over the
20,812,000 Shares of common stock held by the other Shareholders
that are parties to the Shareholders Agreement.
(9) Consists of 275,000 Shares of common stock held directly by Mr.
LaFemina, 200,000 Shares of common stock issuable upon exercise of
Options exercisable within 60 days of the date hereof held by Mr.
LaFemina and 5,000,000 Shares of common stock that Mr. LaFemina may
be deemed to own by virtue of his relationship with Phoenix. Mr.
LaFemina also has shared voting power over the 15,612,000 Shares of
common stock held by the other Shareholders that are parties to the
Shareholders Agreement.
(10) Consists of 3,025,000 Shares held directly by Mr. Gilman. Mr. Gilman
is not a party to the Shareholders Agreement.
(11) Consists of (i) 5,000,000 Shares held by Phoenix that Mr. Nelson,
Mr. LaFemina and/or Mr. E. McCarlie, Jr. may be deemed to
beneficially own by virtue of their relationships with Phoenix; (ii)
4,092,000 Shares held directly by Mr. R.A. McDonald; (iii) 339,200
Shares of common stock that Mr. R.A. McDonald may be deemed to own
by virtue of his relationship with B-Mac Trading Co. Ltd.; (iv)
125,000 Shares of common stock that Mr. R.A. McDonald may be deemed
to own by virtue of his relationship with Noramco Capital Corp.; (v)
1,475,000 Shares of common stock held directly by Mr. Nelson; (vi)
1,000,000 Shares of common stock issuable upon exercise of Options
held by Mr. Nelson; (vii) 1,000,000 Shares of common stock that Mr.
Nelson votes pursuant to a Proxy from Mr. Solloway; (viii) 950,000
Shares of common stock held directly by Mr. Irwin; (ix) 2,960,000
Shares of common stock held directly by Mr. Sim; (x) 275,000 Shares
of common stock owned by Mr. C. McCarlie; (xi) 275,000 Shares of
common stock held directly by Mr. LaFemina; and (xii) 200,000 Shares
of common stock issuable upon exercise of Options held by Mr.
LaFemina. All of the directors and executive officers also have
shared voting power over the 4,860,000 Shares of common stock held
by the other Shareholders that are parties to the Shareholders
Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits:
2.1 Agreement dated September 11, 2001, by and among the Company
and Tomas Caparroso Franco, Mauricio Yucundo Marquez Garcia,
Bernardo Ramon Rafael Terrazas Salgado and Manuel Cruz Limon,
to purchase Shares of the Company;
2.2 Form of Stock Purchase Agreement, dated July 10, 2001, between
the Company and the Purchaser on the Schedules attached
thereto. Schedules 2.2 (Outstanding Warrants, Rights, etc.),
2.3 (Subsidiaries), 2.5 (Liabilities), 2.7 (Shares Reserved
for Issuance), 2.9 (Changes), 2.10 (Registration Rights), 2.11
(Governmental Consents), 2.14 (Agreements), 2.17 (Tax
Matters), and 2.20 (Related Party Transactions) shall be provided
to the Commission upon request;
2.3 Convertible Promissory Note, dated July 10, 2001, payable by
the Company to Phoenix;
2.4 Revised and Restated Gaming Equipment Sale Agreement, dated
July 10, 2001, between Phoenix and ABD;
2.5 Form of Conversion Agreement, dated July 10, 2001, by and
between the Company and the Purchasers on the Schedule
attached thereto. Schedules 2.2 (Outstanding Warrants, Rights,
etc.), 2.3 (Subsidiaries), 2.5 (Liabilities), 2.7 (Shares
Reserved for Issuance), 2.9 (Changes), 2.10 (Registration
Rights), 2.11 (Governmental Consents), 2.13 (Agreements); 2.16
(Tax Matters), and 2.19 (Related Party Transactions) shall be
provided to the Commission upon request;
2.6 Conversion Agreement, dated July 10, 2001, by and among the
Company, Zana Holdings, Inc. and Bram Solloway. Schedules 2.2
(Outstanding Warrants, Rights, etc.), 2.3 (Subsidiaries), 2.5
(Liabilities), 2.7 (Shares Reserved for Issuance), 2.9
(Changes), 2.10 (Registration Rights), 2.11 (Governmental
Consents), 2.13 (Agreements); 2.16 (Tax Matters), and 2.19
(Related Party Transactions) shall be provided to the
Commission upon request;
2.7 Form of Securities Purchase Agreement, dated as of July 10,
2001, by and among the Company and the Purchasers on the
Schedule attached thereto;
2.8 Conversion Agreement dated July 10, 2001 by and among the
Company, Thomson Kernaghan & Co. Ltd., Mr. R.A. McDonald
and Mr. Gilman. Schedules 2.2 (Outstanding Warrants, Rights,
etc.), 2.3 (Subsidiaries), 2.5 (Liabilities), 2.7 (Shares
Reserved for Issuance), 2.9 (Changes), 2.10 (Registration
Rights), 2.11 (Governmental Consents), 2.13 (Agreements); 2.16
(Tax Matters), and 2.19 (Related Party Transactions) shall be
provided to the Commission upon request;
2.9 Form of Stock Purchase Agreement, dated July 10, 2001, between
the Company and the Purchasers on the Schedule attached
thereto. Schedules 2.2 (Outstanding Warrants, Rights, etc.),
2.3 (Subsidiaries), 2.5 (Liabilities), 2.7 (Shares Reserved
for Issuance), 2.9 (Changes), 2.10 (Registration Rights), 2.11
(Governmental Consents), 2.14 (Agreements), 2.17 (Tax
Matters), and 2.20 (Related Party Transactions) shall be provided
to the Commission upon request;.
99.1 Shareholders Agreement, dated as of July 10, 2001, between
Phoenix, Mr. Sim, Mrs. Sim, Mr. Nelson, Mr. Irwin, Mr. C.
McCarlie, Mr. E. McCarlie, Jr., Mr. LaFemina, Mr. R.A.
McDonald, Mrs. McDonald (as trustee of Shares held in trust
for the benefit of Ian and Morgan McDonald), Mr. M. McDonald,
Ms. Antulov-Sanvido, Mr. Waugh, Middlemarch, Mr. Caparroso,
Mr. Marquez, Mr. Terrazas and Mr. Cruz.
99.2 Proxy granted to Mr. Nelson by Mr. Solloway on October 12,
2001, whereby Mr. Solloway gives Mr. Nelson the sole power to
vote his Shares for an indefinite period of time.
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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 hereunto duly authorized.
VIVA GAMING & RESORTS, INC.
October 29, 2001 By: /s/ Peter R. Lafemina
-----------------------------
Name: Peter R. LaFemina
Title: Chief Financial Officer and Treasurer
