6
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
April 14, 2000
Date of Report (Date of earliest event reported)
MOTO GUZZI CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-22813 13-3853272
(State of Organization) (Commission File Number) (IRS Employer Identification
Number)
445 PARK AVENUE
NEW YORK, NY 10022
(Address of Registrant's Principal Executive Office) (Zip Code)
(212) 644-4441
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Preliminary Share Sale and Purchase Agreement
On April 14, 2000, the Company entered into a Preliminary
Share Sale and Purchase Agreement (the "Share Purchase
Agreement") with Aprilia S.p.A. ("Aprilia") providing for the
sale of the Company's four operating subsidiaries: (i) Motto
Guzzi, S.p.A., (ii) MGI Motorcycle GmbH, (iii) Moto Guzzi
North America Inc., and (iv) Moto Guzzi France S.a.r.l. (the
"Subsidiaries").
The closing of the sale of the Subsidiaries is subject to
approval by the shareholders of the Company and shareholders'
approval of a change of the Company's corporate name to
eliminate the words "Moto Guzzi". The transaction will not
take place unless these approvals are obtained by August 31,
2000.
In connection with the Share Purchase Agreement, OAM S.p.A,
which owns approximately 61% of the Company's Class A Common
Stock, and approximately 13% of the Company's Series B
Preferred Stock, entered into an agreement with Aprilia to
vote all of its stock of the Company in favor of the
transaction. Assuming that no additional shares of Class A
Common Stock are issued by the Company (on conversion of the
Series B Preferred Stock or otherwise) prior to the record
date for the shareholder meeting, the affirmative vote of OAM
will be sufficient to ensure shareholder approval of the
transaction.
The sale price for the shares of the Subsidiaries will be Lit.
85.5 Billion (approximately $ 41.85 million) plus or minus the
amount by which the Subsidiaries' net worth at April 30, 2000
is more or less than its net worth at December 31, 1999 (which
was a negative net worth of Lit. 13.993 billion (approximately
$ 6.85 million). In addition, Aprilia will satisfy debts of
the Subsidiaries to the Company and OAM totaling an estimated
Lit. 19 billion (approximately $ 9.3 million) and will cause
OAM to be released from a Lit. 4 billion (approximately $1.95
million) guarantee of obligations of the Subsidiaries.
Under the Share Purchase Agreement, Aprilia will oversee the
Subsidiaries' operations beginning May 1, 2000. To carry that
out, Aprilia designees will be added to the Subsidiaries'
board of directors. Aprilia will lend the Subsidiaries any
funds they need to operate between May 1, 2000 and completion
of the sale of the Subsidiaries. If the sale of the
Subsidiaries does not take place, the loans will be repayable
when the Share Purchase Agreement terminates. The obligation
to repay the loans will be secured by up to 25% of the shares
of the Subsidiaries.
In the Share Purchase Agreement, the Company also agreed to
indemnify Aprilia against costs or liabilities resulting from
any shareholder litigation instituted in the United States
(other than by OAM) with regard to the transaction.
Item 7. Exhibits.
Exhibit No. Description of Document
10.1 Preliminary Share Sale and
Purchase Agreement dated as
of April 14, 2000 by and
between the Company and
Aprilia S.p.A.
99.1 Press Release, dated April 14, 2000.
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.
MOTO GUZZI CORPORATION
(Registrant)
By: /s/ Mark S. Hauser
Mark S. Hauser
Chairman
Date: April 20, 2000
EXHIBIT INDEX
Exhibit Number Description Page No.
10.1 Preliminary Share Sale and Purchase Agreement dated as
of April 14, 2000 by and between the Company and Aprilia
S.p.A.
99.1 Press Release, dated April 14, 2000.