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 (Date of earliest event reported) April 10, 2000
PRIME CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-14888 363347311
- -------------------------------- ------------ -----------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
10275 West Higgins Road, Suite 200
Rosemont, Illinois 60018
(Address of principal executive offices) (zip code)
(847) 294-6000
(Telephone number, including
area code, of agent for service)
No Change
(Former name or former address,
if changes since last report)
ITEM 5. OTHER EVENTS.
On April 7, 2000, Prime Capital Corporation issued the attached press
release announcing the acceptance of a revised offer from Finantra Capital, Inc.
to acquire all of Prime's issued and outstanding shares of common stock.
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.
PRIME CAPITAL CORPORATION
/s/ James A. Friedman
James A. Friedman
President and Chief Executive Officer
April 10, 2000
ATTACHMENT
Specialty financial services provider Prime Capital Corporation "Prime"
(Nasdaq: PMCP) said that it has accepted a revised offer from Finantra
Capital, Inc. "Finantra" (OTC: FANT), another specialty financing services
firm, to sell all of its issued and outstanding common shares in exchange for
common shares of Finantra.
According to terms of the revised letter of intent, Finantra has agreed to
acquire all of the authorized, issued and outstanding common shares of Prime
based upon an exchange ratio of .14 shares of common stock of Finantra for
each common share of Prime but not to exceed $0.65 per share for each
common share of Prime.
Prime anticipates the acquisition will close no later than July, 2000.
However, the transaction is conditioned upon, among other things, (i) Prime
reaching satisfactory agreements with note holders of certain of its
securitizations, (ii) Prime reaching certain accommodations with certain
lenders of Prime on terms satisfactory to Finantra, (iii) Prime receiving
board approval and shareholder consent, (iv) Finantra completing its due
diligence and (v) the parties executing definitive agreements. As a result,
there are no assurances that the transaction will be consummated.
Shares of Prime closed at $0.5625 per share on Wednesday, April 5, 2000.
About Prime Capital
Prime Capital Corporation, headquartered in Rosemont, Illinois, is one of the
nation's largest independent, publicly held providers of capital and
specialty finance services primarily to the software, communications, and
healthcare industries. Directly, or through private label vendor programs
with leading manufacturers, Prime has facilitated the financing of more than
$2.0 billion of equipment for acquisition by its clients, including major
medical centers, hospitals, Fortune 1000 corporations, and other major firms.
Prime serves clients nationally through its headquarters and three regional
offices.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain of the statements contained herein,
which are not historical facts, are forward-looking statements with respect
to events, the occurrence of which involve risks and uncertainties. These
forward-looking statements may be impacted, either positively or negatively,
by various factors. Information concerning potential factors that could
affect Prime is detailed from time to time in the Prime's reports filed with
the Securities and Exchange Commission.