UNITED STATES
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): February 28, 2001
Trimol Group, Inc.
(Exact Name of Registrant as specified in its Charter)
Delaware 0-28144 13-3859706
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1285 Avenue of the Americas, 35th Floor
New York, New York 10019
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (212) 554-4394
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 16, 2001, Trimol Group, Inc. (the "Company") closed a
Technology Acquisition Agreement and License Agreement (collectively the
"Agreements") by and between the Company and Aluminum-Power, Inc.
("Aluminum-Power"), a corporation organized under the laws of the Province of
Ontario, Canada. The Agreements were previously filed as annexes to the
Company's Definitive Information Statement on Schedule 14C, filed with the
Securities and Exchange Commission on January 24, 2001.
Pursuant to the terms of the Agreements, the Company issued eighty-eight
million (88,000,000) shares of the Company's, $0.01 par value, Common Stock and
transferred the following assets to Aluminum-Power:
(a) One hundred percent (100%) of the membership interests of Jolly Limited
Liability Company, a Wyoming Limited Liability Company (hereinafter
referred to as the
"Jolly Membership Interest"), which owns sixty-five percent (65%) of the
issued and outstanding capital stock of Jolly Alon Limited, a corporation
incorporated under the laws of the Republic of Moldova (hereinafter
referred to as the "JAL"). JAL operates and manages the Jolly Alon Hotel in
Chisinau, Moldova and rents stores and offices located on the hotel
property;
(b) One hundred percent (100%)of the issued and outstanding shares of Paul
Garnier Limited, a company limited by shares incorporated under the laws of
Ireland (hereinafter referred to as the "Garnier Stock"), which owns one
hundred percent (100%) percent of the issued and outstanding capital stock
of Exim Asint S.A., a corporation incorporated under the laws of the
Republic of Moldova ("Exim"). Exim owns a property and casualty insurance
business in the Republic of Moldova;
(c) Fifty percent (50%) of the issued and outstanding shares of Sturge
Limited, a company limited by shares incorporated under the laws of
Ireland, (hereinafter referred to as the "Sturge Stock"), which owns fifty
percent (50%) of the issued and outstanding capital stock of Banca
Commeciala pe Actiuni "Export-Import," a corporation incorporated under the
laws of the Republic of Moldova (hereinafter referred to as the "Banca").
Banca operates a commercial bank in the Republic of Moldova.
As a result of the transfer of the Jolly Membership Interest, Garnier Stock
and Sturge Stock to Aluminum-Power, the Company divested itself of all of its
interest in these businesses (collectively, the "Exchanged Assets").
The Company, prior to closing, amended its Articles of Incorporation on
February 14, 2001, to increase its authorized shares of common stock, $0.01 par
value, from thirty million (30,000,000) shares to one hundred thirty million
(130,000,000) shares.
In consideration of the receipt of the Exchanged Assets, Aluminum-Power
transferred to the Company the following:
(a) An exclusive worldwide license to make, use and sell a mechanically
rechargeable metal-air battery solely for use with consumer portable
electronic devices, evidenced by United States Patent and Trademark Office
Patent Application Number: 09/522,930, filed on March 10, 2000, titled,
"Ecologically Clean Mechanically Rechargeable Air-Metal Current Source,"
and Canadian Patent Application Number: 2,301,470, filed on December 7,
2000, that will allow for an instantaneous mechanical rechargeable battery
requiring no external power source for recharging;
(b) All rights and title to certain technology relating to metal-air
batteries and fuel cells, evidenced by United States Patent and Trademark
Office Patent Application Reference No. PNK/M275689/IAROCHENKO, filed on
December 19, 2000, and Internal Reference Patent Application #1167 filed
with the Canadian Intellectual Property Office on February 7, 2000, and
titled, "A Metal-Air Battery Having In-Situ Generatable Electrolyte,"
suitable for consumer portable electronic devices, including two-way
radios, wireless telephones, portable audio and video players, video
cameras and personal
computers. The objective of this technology is to create a battery with a
virtually unlimited shelf life prior to activation; and,
(c) The design and know-how to a DC/DC Converter designed and developed by
Aluminum-Power to be used as part of a full battery assembly which will
enable the conversion of cell voltage of virtually any
aluminum-metal-air-cathode battery to the voltage required by different
consumer portable electronic devices.
Aluminum-Power is indirectly beneficially owned by Boris Birshtein, the
Company's Chairman of the Board. Mr. Birshtein also indirectly benefically
controls the Company.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On February 26, 2001, the Board of Directors appointed five new members to
fill vacancies on the Board. Each member shall serve as director until the
earlier of his respective resignation, removal, death, or the next Annual
Meeting of Stockholders.
The Company's Board of Directors now consists of Mr. Birshtein, Alexander
M. Gordin, Michael J. Solomon, John R. Loveland, Kerry Moody, Walter J. Perchal,
and Vijay Sharma.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements of Business Acquired:
As of the date of this Current Report on Form 8-K, it is impracticable for
the Company to provide the financial statements required by this Item 7(a). In
accordance with Item 7(a)(4) of Form 8-K, such financial statements shall be
filed by amendment to this Form 8-K no later than 60 days after the date that
this Current Report must be filed.
(b) Pro Forma Financial Information:
As of the date of this Current Report on Form 8-K, it is impracticable for
the Company to provide the financial statements required by this Item 7(b). In
accordance with Item 7(a)(4) of Form 8-K, such financial statements shall be
filed by amendment to this Form 8-K no later than 60 days after the date that
this Current Report must be filed.
(c) Exhibits:
Exhibit No. Document
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2.1 Technology Acquisition Agreement Dated
January 11, 2001 by and between the
Company and Aluminum-Power, Inc.
(incorporated by reference from the
Definitive Information Statement on
Schedule 14C filed with the Securities
and Exchange Commission under File No.
000-28144)
2.2 License Agreement Dated January 11, 2001
by and between the Company and
Aluminum-Power, Inc. (incorporated by
reference from the Definitive Information
Statement on Schedule 14C filed with the
Securities and Exchange Commission under
File No. 000-28144)
23.1 Smith Lyons Validity and Infringement
Opinion Dated January 2, 2001
(incorporated by reference from the
Definitive Information Statement on
Schedule 14C filed with the Securities
and Exchange Commission under File No.
000-28144)
23.2 Wise, Blackman Fairness Opinion Dated
December 28, 2000 (incorporated by
reference from the Definitive Information
Statement on Schedule 14C filed with the
Securities and Exchange Commission under
File No. 000-28144)
23.3 Paritz & Company, P.A. Valuation Opinion
Dated November 28, 2000 ((incorporated by
reference from the Definitive Information
Statement on Schedule 14C filed with the
Securities and Exchange Commission under
File No. 000-28144)
SIGNATURES
TRIMOL GROUP, INC.
February 28, 2001
By: /s/ Alexander M. Gordin
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