================================================================================
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 29, 2004
Commission File Number 000-15862
GVC VENTURE CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
13-3018466
- --------------------------------------------------------------------------------
(IRS Employer Identification No.)
- --------------------------------------------------------------------------------
200 East 66th Street, Suite B603, New York, New York 10021-9181
---------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number including area code: (212) [753-1812]
Not applicable
--------------
(Former name or former address, if changed since last report)
================================================================================
Item 5. Other Events.
On April 29, 2004, Bernard Zimmerman & Company, Inc. ("Zimmerman
Company"), Gordon Banks, President, Chief Executive Officer and a director of
the Company, and Berman Industries, Inc. ("Berman Industries") entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with GVC Venture Corp.
(the "Company") pursuant to which Zimmerman Company agreed to purchase 6,300,000
shares of the Company's Common Stock for $63,000, Gordon Banks agreed to
purchase 1,300,000 shares of the Company's Common Stock for $13,000 and Berman
Industries agreed to convert the Company's $13,000 obligation to it into
1,300,000 shares of the Company's Common Stock (the "Proposed Transaction").
Consummation of the Proposed Transaction is subject to, among other things, the
reduction of the par value of the Company's Common Stock discussed below.
Subject to the closing of the Proposed Transaction and the payment of $100,
Zimmerman Company will grant, at the closing of the Proposed Transaction, an
option to Berman Industries to purchase 1,300,000 of the shares to be acquired
by Zimmerman Company pursuant to the Stock Purchase Agreement, exercisable until
June 30, 2005 at an exercise price of $.01 per share, the same price to be paid
by Zimmerman Company for such shares.
Contemporaneously therewith, Russell Banks, Chairman of the Board of
Directors and a director of the Company, and Palisade Investors LLC
("Palisade"), principal stockholders of the Company, agreed to the cancellation
and capitalization of the principal and accrued interest on the Company's
obligations to them (an aggregate of $100,000) condition upon completion of the
purchase of shares in the Company by Zimmerman Company, Gordon Banks and Berman
Industries as contemplated in the Stock Purchase Agreement.
Conditioned upon completion of the foregoing, the law firm of Jenkens &
Gilchrist Parker Chapin LLP, counsel to the Company, has agreed to defer the
Company's obligations owed it for legal services rendered prior to January 1,
2004 and in connection with the transactions described in this Report (an
aggregate of approximately $75,000) on a non-interest basis until the earlier of
December 31, 2010, the liquidation of the Company or the Company's merger with,
or sale of substantially all of its assets to, or another change in control
transaction with, another entity that is approved by the Company's Board of
Directors (other than as a result of the Stock Purchase Agreement), following
which transaction or series of transactions the stockholders of the Company
immediately preceding the effectiveness of the first of such transactions do not
own more than 50% of the outstanding voting power of the resulting entity
immediately following the effectiveness of the last of such transactions.
The Company proposes to hold a special meeting of stockholders (the
"Meeting") to: (i) authorize an amendment to the Company's Restated Certificate
of Incorporation to reduce the par value of the Company's Common Stock from $.10
per share to $.01 per share in order to, among other things, enable the Company
to complete the Proposed Transaction; (ii) authorize an amendment to the
Company's Restated Certificate of Incorporation to establish a par value of $.01
for the Company's authorized Preferred Stock; (iii) authorize the Company's
Board of Directors to implement, without further stockholder action, a reverse
split of the Company's Common Stock; and (iv) elect directors to serve if the
Proposed Transaction is consummated.
-2-
Zimmerman Company (which will not own any shares until the purchase of
shares pursuant to the Stock Purchase Agreement), Russell Banks, Janice Banks
(wife of Russell Banks) and Gordon Banks (the "Banks Family"), Palisade and
Berman Industries have also entered into a Stockholders Agreement pursuant to
which they have agreed that all shares of the Company's Common Stock owned by
them at the time (as well as any shares they acquire under the Stock Purchase
Agreement and shares they may transfer to third persons, including the shares
that Zimmerman Company may transfer to Berman Industries upon Berman Industries'
exercise of the option granted to it by Zimmerman Company) will be voted:
o in favor of each matter proposed to be submitted to stockholders
at the Meeting; and
o for the election of one director selected by the Banks Family,
one director selected by Palisade and Berman Industries and a
number of directors that would constitute a majority of the Board
selected by Zimmerman Company. The Banks Family has nominated
Gordon Banks and Zimmerman Company has nominated Bernard
Zimmerman for election at the Meeting to serve as directors of
the Company subject to and following the closing under Stock
Purchase Agreement. Palisade and Berman Industries have advised
the Company that they do not anticipate nominating a director at
the current time. Zimmerman Company has advised the Company that,
while it does not anticipate nominating a director to stand for
election at the Meeting, it intends to propose one or more
nominees for election by the Board prior to the next Annual
Meeting of Stockholders or for election by stockholders at the
next Annual Meeting of Stockholders.
The Stockholders Agreement is to terminate on the earliest to occur of:
(i) the termination of the Stock Purchase Agreement without the purchase of any
Shares thereunder; (ii) December 31, 2006; or (iii) the liquidation of the
Company or the Company's merger with, or sale of substantially all of its assets
to, or another change in control transaction with, another entity that is
approved by the Board of Directors, following which transaction or series of
transactions the stockholders of the Company immediately prior to the first of
such transactions do not own more than 50% of the outstanding voting power of
the resulting entity at the effective date of the last of such transactions.
The following table sets forth the shares of the Company's Common Stock
that the parties to the Stockholders Agreement are presently, and after giving
effect to the issuance of shares pursuant to the Stock Purchase Agreement will
be, entitled to vote and the percentage of outstanding shares represented by
those shares:
-3-
Before Proposed Transaction After Proposed Transaction
--------------------------- --------------------------
Number Percent Number Percent
of Shares of Class (1) of Shares of Class(1)
--------- ------------ --------- -----------
Banks Family 1,479,808 (2) 27.9% (2) 2,779,808 (2) 19.6% (2)
Palisade and Berman Industries 1,504,545 28.4% 2,804,545 (3) 19.8% (3)
--------- ------- ------------- ---------
2,984,353 56.4% 5,584,353 39.4%
Zimmerman Company -- 6,300,000 (3) 44.4% (3)
------------- ---------
1,884,353 83.7%
All other stockholders 2,310,163 43.6% 2,310,163 16.3%
--------- ------- --------- -----
Total outstanding shares 5,294,516 100.0% 14,194,516 100.0%
- -------------------
(1) Percentages may not add due to rounding differences.
(2) Includes 980,000 shares owned by Russell Banks, 250,000 shares owned by
Janice Banks and 249,808 shares owned by Gordon Banks. Excludes 761
shares as to which Russell Banks is trustee (and is entitled to vote)
and 293,395 shares held by The Russell Banks Family Trust as to which
Janice Banks and a third party are the trustees and share voting power,
which shares are not subject to the Stockholders Agreement. If such
shares were subject to the Stockholders Agreement and included in the
foregoing table as owned by the Banks Family, the Banks Family would be
deemed the owner of an aggregate of 1,773,964 (33.5%) and 3,073,964
(21.7%) of the Company's outstanding shares of Common Stock before and
after, respectively, the Proposed Transaction.
(3) Subject to the closing of the Proposed Transaction and the payment of
$100, Zimmerman Company will grant, at the closing of the Proposed
Transaction, an option to Berman Industries to purchase 1,300,000 of
the shares to be acquired by Zimmerman Company pursuant to the Stock
Purchase Agreement, exercisable until June 30, 2005 at an exercise
price of $.01 per share, the same price to be paid by Zimmerman Company
for such shares. Assuming the exercise of the option immediately after
the Proposed Transaction, Palisade and Berman Industries would own an
aggregate of 4,104,545 shares (26.9%) and Zimmerman Company would own
5,000,000 shares (35.2%) of the Company's then outstanding Common
Stock.
-4-
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
99.1 Stock Purchase Agreement dated as of April 29, 2004 by and
among the Company, Bernard Zimmerman & Company, Inc., Berman
Industries, Inc. and Gordon Banks.
99.2 Stockholders Agreement dated as of April 29, 2004 by and
among Bernard Zimmerman & Company, Inc., Palisade Investors
LLC, Berman Industries, Inc., Russell Banks, Janice Banks
and Gordon Banks
-5-
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: April 29, 2004
GVC VENTURE CORP.
By: /s/ Marc Hanover
--------------------------------------
Marc Hanover
Vice-President Finance and Treasurer
(Principal Chief Financial Officer and
Accounting Officer)
-6-