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
Date of Report (Date of Earliest Event Reported): December 14, 1997
WESTMARK GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-18945 84-1055077
(Commission File Number) (I.R.S. Employer
Identification No.)
355 N.E. FIFTH AVENUE, SUITE 4, DELRAY BEACH, FLORIDA 33483
(Address of principal executive offices, including zip code)
(561) 243-8010
(Registrant's telephone number, including area code)
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ITEM 1 CHANGES IN CONTROL OF REGISTRANT
Inapplicable
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
Inapplicable
ITEM 3 BANKRUPTCY OR RECEIVERSHIP
Inapplicable
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Inapplicable
ITEM 5 OTHER EVENTS
Effective December 14, 1997, Westmark Group Holdings, Inc., a
Delaware corporation (the "Company"), GTB Company ("GTB"), Greenworld
Technologies, Inc. ("Greenworld"), PBF Land Company, Charles C. Chillingworth
and Bradley Ray ("Ray")(collectively the "Parties") entered into general
releases ("General Releases"). In connection with such General Releases, the
Parties agreed to release and forever discharge the Company from any and all
causes of action and claims which were raised or could have been raised,
concerning the disputed corporate transactions between the Parties. The General
Releases do not release the Company, Greenworld and GTB (collectively the
"Participants") from those claims relating to the exchange agreement ("Exchange
Agreement") between the Participants dated December 14, 1997, discussed below.
Pursuant to the Exchange Agreement among GTB Company ("GTB"),
Greenworld Technologies, Inc. ("Greenworld"), and Westmark Group Holdings, Inc.,
(the "Company"), the Participants have made agreements among themselves.
Essentially, the Company received the outstanding Company Series E preferred
stock ("Company Series E Preferred Stock") and 185,000 shares of Greenworld
Series A preferred stock at a stated value of $6.70 per share in exchange for
all of the outstanding shares of Greenworld common stock, a promissory note in
the amount of $380,000, 37,500 shares of the Company's common stock and
additional consideration. If the Company meets its obligations, with respect to
the promissory note, then the Company may rescind or nullify the issuance of its
Series E Preferred Stock. In connection with this agreement:
o The Company agreed to deliver GTB all of the outstanding shares of
Greenworld common stock and to issue GTB 37,500 shares of the
Company's common stock. The issuance of such shares was not
registered under the Securities Act of 1933 or any state securities
laws.
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o Greenworld issued the Company 185,000 shares of its Series A
convertible preferred stock (the "Greenworld Series A Preferred
Stock").
o The Company paid Greenworld $70,000 and delivered Greenworld a
promissory note in the principal amount of $380,000 (the "Company
Note"). Payment of the Company Note was secured by the Greenworld
Series A Preferred Stock and the Company Series E Preferred Stock.
The Participants agreed that prior to the receipt of preferred
redemption payments of $450,000 by the holders of Greenworld Series
A Preferred Stock and the receipt by the Company of repayment of
the Greenworld Salary Advances, as defined herein, Greenworld will
not make any payments other than those in the ordinary course of
business without the prior written consent of the Company.
o GTB agreed to assign and deliver all of its interest in the Company
Series E Preferred Stock to the Company. GTB represented and
guaranteed the Company that, after giving effect to the
transactions mentioned above, it owned no shares and had no rights
with respect to the shares of capital stock of the Company other
than the 37,500 shares of the Company's common stock and its
security interest in the Company Series E Preferred Stock.
o The Company agreed to loan Greenworld the amount of the combined
salaries of Gary Phillipe ("Phillipe") and Ted Bristow, in
aggregate amounts not exceeding $8,000 per month (the "Greenworld
Salary Advances") commencing January 2, 1998, and on the first
business day of each month thereafter through December 1998. In
payment of the Greenworld salary advances, Greenworld shall pay the
Company 1/2 of Greenworld's net income within 45 days from the end
of each calendar quarter until the amount of the salary advances is
repaid.
o GTB reached a preliminary agreement with Phillipe to transfer
Phillipe 20,000 shares of Greenworld's common stock, subject to
redemption by Greenworld at Phillipe's election. If Phillipe
exercises his election, Greenworld and GTB agree that Greenworld
shall reissue 3/4 of the shares reacquired by it pursuant to such
election, to the Company as additional consideration for the
agreement to make the Greenworld Salary Advances.
o Greenworld agreed to indemnify and hold the Company harmless from
any and all claims made against it by Gary Phillipe or his
affiliates with respect to the operations of Greenworld, including
without limitation (a) the issuance of 35,000 shares of Westmark
Series D preferred stock in the name of Phillipe, (b) the
settlement agreement among the Company, ECS International, Inc.
("ECS") and Greenworld dated January 7, 1997, (c) including all
contracts and agreements between ECS, the Company, and others
entered into on April 19, 1996, including but not limited to the
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integrated agreement for sale of stock, the patent license
agreement, the distribution agreement, the independent contractor
agreement, and the stock option agreement, (d) any claims asserted
by Artic International against the Company with respect to
agreements between, Greenworld and Artic International existing as
of December 14, 1997, (e) claims by Ted Bristow and/or Tom
Stoermer, provided that the indemnity provided for shall not be
effective unless and until Phillipe enters into a settlement
agreement with Greenworld containing terms substantially the same
as those provided in an agreement between Greenworld and Phillipe
dated December 4, 1997.
o Each of the Participants agreed that such party shall not directly
or indirectly bring or assert any claims or actions against any
other party or their agents, directors, officers or
representatives, in the future with respect to any cause of action,
except as provided in the Exchange Agreement.
o Each of the Participants, severally and not jointly, agreed to
defend, indemnify and hold harmless each of the other Participants,
and if applicable, their directors, officers, employees and agents
from and against any loss, liability, damage, settlement or expense
arising from the agreements of such party contained in the Exchange
Agreement or incorporated by reference into the Exchange Agreement,
and in the case of GTB, with respect to claims brought by
shareholders or creditors of the Company directly or through the
Company asserting that the transactions provided for in the
Exchange Agreement were not at arms length or were not fair and
reasonable to the Company from a business point of view.
ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS
Inapplicable
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Effective December 14, 1997, the Company, GTB Company, and
Greenworld Technologies, Inc. entered into an Exchange Agreement
which is attached hereto as exhibit 2.1.
ITEM 8 CHANGE IN FISCAL YEAR
Inapplicable
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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.
WESTMARK GROUP HOLDINGS, INC.
BY: /s/ IRVING H. BOWEN
IRVING H. BOWEN, EXECUTIVE VICE PRESIDENT,
TREASURER & CHIEF FINANCIAL OFFICER,
DIRECTOR (PRINCIPAL ACCOUNTING OFFICER &
DULY AUTHORIZED DIRECTOR & OFFICER OF THE
REGISTRANT)
BY: /s/ MARK D. SCHAFTLEIN
MARK D. SCHAFTLEIN, PRESIDENT & CHIEF
EXECUTIVE OFFICER, DIRECTOR (DULY AUTHORIZED
DIRECTOR & OFFICER OF THE REGISTRANT)
DATED: DECEMBER 30, 1997
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EXHIBITS
EXHIBIT NO.
2.1 Exchange Agreement among the Company, GTB Company, and Greenworld
Technologies, Inc.