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: April 6, 1999
Lotus Pacific, Inc.
(Exact name of registrant as specified in its charter)
Delaware
State of Organization
000-24999
Commission File Number
52-1947160
Employer Identification Number
200 Centennial Avenue, Suite 201, Piscataway, New Jersey 08854
Address of Principal Executive Office
(732) 885-1750
Registrant's Telephone Number, Including Area Code
Item 5. OTHER EVENTS
On April 6, 1999, the Company issues 15,250,666 shares of common stock to
shareholders of TurboNet Communications and Arescom Inc.
On March 15, Lotus Pacific signed an Acquisition Agreement to acquire an
equity interest in TurboNet Communications ("TurboNet"), a San Diego,
California, corporation. Under the terms of the Acquisition Agreement, Lotus
Pacific will issue $80 million worth of restricted shares in exchange for 81%
of TurboNet's equity. The shares so issued by Lotus Pacific are prohibited
from being sold until TurboNet's annual gross revenue exceeds $30 million with
a before-tax annual net profit of not less than $6 million. Lotus Pacific
also agreed to provide TurboNet with $20 million in cash as working capital.
TurboNet Communications is a premier developer of advanced cable modem
technologies and products. Its products include DOCSIS-compliant cable modem
chipsets, TurboPort-MCNS cable network module, MCNS cable data bridge, and
internal & external cable modems. TurboNet Communications is also providing
cable modem and infrastructure equipment on an OEM basis. Toshiba Corporation
of Japan is one of the shareholders and partners of TurboNet Communications.
On March 15, Lotus Pacific signed an agreement with Arescom Inc.
("Arescom"), a Fremont, California, corporation, whereby Lotus Pacific will
issue $30 million worth of restricted shares to acquire an 81% equity interest
in Arescom. The shares so issued by Lotus Pacific may not be sold until
Arescom's annual gross revenue exceeds $15 million with a before-tax annual
net profit of not less than $3 million. Lotus Pacific also agreed to provide
Arescom with $10 million in cash as working capital.
Arescom designs, manufactures and markets a complete line of high quality
inter-networking router equipment for PSTN, ISDN, xDSL and Ethernet
environments. Arescom provides users a broad range of remote access products
that offer an unprecedented level of technical features integrating voice and
data along with Intelligent GUI and 100% remote management tools for easy
set-up and network management. Arescom's customers include ISPs, re-sellers,
and system integrators in North America. Arescom's worldwide partners include
Telecom Device in Japan, NST in China, EuroBizz in Germany, Viking Telecom in
Sweden, Exer Datacom in France, Dakel Information in Spain, PcExpress in Italy,
etc.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired.
N/A
(b) Pro forma financial information.
N/A
(c) Exhibits
N/A
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant had duly caused this report to be signed on its behalf by
the undersigned, thereto duly authorized.
LOTUS PACIFIC, INC.
Date: April 6, 1999 By: /s/ James Yao
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James Yao, Chairman of the Board