UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 27, 2005
STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
TEXAS 333-106637 16-1644353
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
200 Yorkland Blvd., Suite 710, Toronto, Ontario, M2J5C1, Canada
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(Address of Principal Executive Offices with Zip Code)
Registrant's telephone number, including area code: (416) 496-9988
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Not Applicable
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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):
|_| 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))
SECTION 7 -- REGULATION FD
ITEM 7.01. REGULATION FD DISCLOSURE.
As used in this report, "we", "us", "our" or "the Registrant"
refer to Strategy International Insurance Group, Inc., a Texas corporation.
On July 27, 2005, we issued the Press Release attached as Exhibit
99.2 hereto.
SECTION 8 -- OTHER EVENTS
ITEM 8.01. OTHER EVENTS.
As disclosed on our current report on Form 8-K filed with the
Commission on May 25, 2005, we entered into a letter of intent (the "Letter
of Intent") with RS Group of Companies, Inc., a Florida corporation ("RS
Group") to acquire all of the outstanding securities of RS Group in a
merger transaction (the "Transaction"), subject to the negotiation and
execution of a definitive merger agreement and other definitive documents
on terms and conditions acceptable to both us and RS Group.
On July 27, 2005, we entered into a letter agreement (the "Letter
Agreement") with RS Group to extend the exclusivity period set out in the
Letter of Intent for an additional sixty (60) days, from July 25, 2005
until September 25, 2005, to enable us to continue our due diligence
regarding the Transaction and to be able to negotiate the terms of the
definitive documentation for the Transaction with RS Group.
SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Letter Agreement, dated July 27, 2005, between Strategy
International Insurance Group, Inc. and RS Group of Companies,
Inc.
99.2 Press release of Strategy International Insurance Group, Inc.,
dated July 27, 2005.
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.
STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
Date: August 2, 2005 By: /s/ Stephen Stonhill
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Name: Stephen Stonhill
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Number Description
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99.1 Letter Agreement, dated July 27, 2005, between Strategy
International Insurance Group, Inc. and RS Group of Companies,
Inc.
99.2 Press release of Strategy International Insurance Group, Inc.,
dated July 27, 2005.
