SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 22, 1999
TOUCAN GOLD CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 33-28562 75-2661571
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
8201 PRESTON ROAD, SUITE 600, DALLAS, TEXAS 75225
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 890-8065
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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See the discussion of the Share Exchange in Item 2 below, which may be
deemed to result in a change of control of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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The Share Exchange
GENERAL. On July 22, 1999, Toucan Gold Corporation, a Delaware
corporation (the "Company"), consummated the acquisition of all of the issued
and outstanding capital stock of ITIS Technologies Limited, a company organized
under the laws of the United Kingdom ("ITIS"), in exchange (the "Share
Exchange") for 4,680,375 shares (the "Shares") of the Company's common stock,
$.01 par value (the "Common Stock"), pursuant to a Share Sale Agreement re ITIS
Technologies Limited (the "Share Sale Agreement"), dated July 22, 1999, by and
among David J. Blanchfield, James L. Jackson, David R. Wray, Barry Jones, Ian
McNeill (the "ITIS Shareholders") and the Company. The Company is obligated to
issue the Shares within 20 days of July 22, 1999, the closing date of the Share
Exchange (the "Closing Date"). Upon delivery of the Shares, the ITIS
Shareholders will own 34% of the Company, not including outstanding warrants and
options to purchase Common Stock.
Pursuant to the Share Sale Agreement, the Company represented that on
the Closing Date the Company's balance sheet would reflect net current assets
valued at a minimum of approximately US$1,620,000, including certain ordinary
shares (the "Minmet Shares") of Minmet plc ("Minmet"), an Irish company whose
shares are quoted on the Exploration Securities Market of the Irish Stock
Exchange and the London Stock Exchange, but excluding the value of Toucan Mining
Limited, a wholly-owned subsidiary of the Company organized under the laws of
the Isle of Man ("TML"). The value of the Minmet Shares owned by the Company
will be determined by averaging the closing price of the ordinary shares of
Minmet on the London Stock Exchange for the ten day trading period immediately
preceding the second trading day prior to the Closing Date as disclosed in the
Financial Times, not taking into account any restrictions on the sale of the
Minmet Shares applicable to the Company. The Company's Board of Directors has
approved a spin-off (the "Spin-Off") of the shares of TML to the stockholders of
the Company. See "The Share Exchange -- The Spin-Off." The Company believes it
is currently in compliance with this representation. Each ITIS Shareholder
warranted pursuant to the Share Sale Agreement that he will not dispose of any
of the Shares for one year from the Closing Date and will dispose of no more
than one-third of his Shares per year in the first through fourth years after
the Closing Date.
Each ITIS Shareholder further agreed (i) that for 36 months after the
Closing Date, he will not directly or indirectly solicit, interfere with or
attempt to entice away any person who is, or has been during the past 12 months,
a licensor, client, customer or employee of ITIS; and (ii) for a period of 36
months after the Closing Date, not to directly or indirectly act as a manager,
agent or employee or otherwise associate himself with any entity in the business
of computer software development, marketing and sale of software products
substantially similar to the software products of ITIS.
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THE SPIN-OFF. On July 16, 1999, the Board of Directors of the Company
approved the Spin-Off of all of the outstanding shares (the "TML Shares") of TML
to the stockholders of the Company. The TML Shares will be distributed on a
share for share basis to holders of the Company's common stock (the "Common
Stock") as of the record date. The record date for determining the holders of
Common Stock entitled to the distribution of the TML Shares has been set for
August 3, 1999. Pursuant to Delaware corporate law, if the distribution of the
TML Shares is not consummated within 60 days of such date a new record date will
be selected. The date of the distribution of the TML Shares has not been
determined because the consummation of the distribution of the TML Shares is
dependent upon the satisfaction of the following conditions: (i) the conversion
of TML into a public limited company under Isle of Man law and the change of its
name from Toucan Mining Limited to Toucan Mining Plc; (ii) the registration of
the TML Shares under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and (ii) the furnishing of an Information Statement to the
stockholders as of the record date describing TML and the distribution of the
TML Shares that substantially complies with Regulation 14C under the Exchange
Act. The ITIS Shareholders have agreed in the Share Sale Agreement that they are
not entitled to participate in the Spin-Off.
DIRECTORS, OFFICERS AND CONSULTANTS OF THE COMPANY AND ITIS. Pursuant
to the Share Sale Agreement, Robert P. Jeffcock and Ian McNeill have been
elected to the Board of Directors of ITIS. Although such action is not required
by the Share Sale Agreement, the Company has appointed James L.
Jackson and David R. Wray to its Board of Directors.
Robert Jeffcock entered into a consulting and employment agreement with
the Company, dated July 22, 1999, and agreed to serve as Chairman and Chief
Executive Officer of the Company and consultant to the Company for an initial
term of six months, terminable thereafter upon prior written notice of one
month. After the initial term, it is contemplated that Mr. Jeffcock would remain
Chairman of the Board of Directors, but be replaced as Chief Executive Officer.
Mr. Jeffcock will receive approximately US$4,860 per month during the term of
the agreement.
David Blanchfield, James L. Jackson and David R. Wray each entered into
employment agreements with ITIS, dated July 22, 1999, and were appointed
Managing Director, Technical Director and Research Development Director of ITIS,
respectively. Each agreement has an initial term of three years, terminable by
the Company prior to three years for cause only. Compensation for each officer
will consist of approximately US$56,700 per year during the term of their
agreements, payable monthly in arrears, until such time as certain funds are
raised by the Company (the "Financing"), at which time each officer's
compensation will increase to approximately US$121,500 per year, payable monthly
in arrears, plus a bonus package which may enable each officer to earn
approximately an additional US$40,500 in the first year of the employment
agreement. These agreements contain confidentiality and non-competition
provisions.
Commercial Technology Limited entered into a consulting agreement with
ITIS, dated July 22, 1999, agreeing to provide Ian McNeill's services as interim
financial director to ITIS. The initial term of the agreement is six months,
terminable thereafter upon prior written notice of one month. Commercial
Technology Limited's compensation consists of a retainer of approximately $4,680
per month during the
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term of the agreement. CMM Ventures Limited also entered into a consulting
agreement with ITIS, dated July 22, 1999, agreeing to provide Barry Jones's
services as Marketing Director Designate to ITIS. The initial term of the
agreement is six months, terminable thereafter upon prior written notice of one
month. CMM Ventures Limited's compensation consists of a retainer of
approximately $4,680 per month during the term of the agreement. Once the
Financing is achieved, it is contemplated that Barry Jones will join ITIS as an
employee in the position of Marketing Director for an initial term of one year,
terminable thereafter upon prior written notice of six months. As Marketing
Director, Mr. Jones would be entitled to compensation of approximately
US$121,500 per year, payable monthly in arrears. ITIS consented under the
agreement to Barry Jones's continued work for CCAT Limited and participation on
the Board of Directors of PAS Limited.
PROPOSED NAME CHANGE. The Board of Directors has approved a change in
the name of the Company to "Toucan Internet, Inc." subject to the approval of
such action by the stockholders of the Company.
ITIS
GENERAL. ITIS is a software development company incorporated under the
laws of the United Kingdom. The principal executive office of ITIS is located at
2 Parklands, Studley Roger, Ripon, North Yorkshire HG4 3AY, United Kingdom. ITIS
develops software solutions that are compliant with existing protocols and
standards on the Internet and intranets and enable secure, reliable and
manageable business- to-business communications.
PRODUCT. ITIS has developed Authoriszor, a fully integrated World Wide
Web ("Web") management, control and security system to service the supply chain
e-partnering segment of the Web, which includes business to business
communications, distributed applications and application integration. ITIS is
designed to complement existing firewalls and provide comprehensive Web security
and control to meet the concerns of managers and information technology
professionals attempting to automate supply chain management over the Web.
Management of ITIS believes that Authoriszor provides features and functionality
normally associated with highly specified Local Area Networks ("LAN") and
management systems and confers LAN levels of security, management and control to
information technology systems on the Web. ITIS is a development stage company
that participates in pilot programs and the test marketing of Authoriszor, but
has not sold any products and currently has no revenues.
Microsoft, Inc. has licensed ITIS to use its "Designed for Microsoft
Back Office" logo on its Authoriszor software. ITIS is also a participant in
Hewlett-Packard's NETConnect program.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired
The Company will provide applicable
financial statements within 60 days of the
filing of this Current Report on Form 8-K.
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(b) Pro Forma Financial Information
The Company will provide applicable pro
forma financial information within 60 days
of the filing of this Current Report on Form
8-K.
(c) Exhibits
10.1 Share Sale Agreement re ITIS Technologies Limited,
dated July 22, 1999, by and among David J. Blanchfield,
James L Jackson, David R. Wray, Barry Jones, Ian
McNeill and Toucan Gold Corporation.
10.2 Deed of Indemnity, dated July 22, 1999, by and among
David J. Blanchfield, James L Jackson, David R. Wray,
Barry Jones, Ian McNeill and Toucan Gold Corporation.
10.3 Letter of Appointment, dated July 22, 1999, by and
between David J. Blanchfield and ITIS Technologies
Limited.
10.4 Letter of Appointment, dated July 22, 1999, by and
between James L. Jackson and ITIS Technologies Limited.
10.5 Letter of Appointment, dated July 22, 1999, by and
between David R. Wray and ITIS Technologies Limited.
10.6 Engagement Letter, dated July 22, 1999, by and between
Commercial Technology Ltd. and ITIS Technologies
Limited.
10.7 Engagement Letter, dated July 22, 1999, by and between
CMM Ventures Ltd. and ITIS Technologies Limited.
10.8 Engagement Letter, dated July 22, 1999, by and between
Robert Jeffcock and Toucan Gold Corporation.
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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.
Toucan Gold Corporation
(Registrant)
Date: August 6, 1999 By: /s/ Robert P. Jeffcock
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Robert P. Jeffcock
Chief Executive Officer