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): MAY 25, 2005
STRATEGY INTERNATIONAL INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 333-106637 16-1644353
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
200 YORKLAND BLVD., SUITE 710, TORONTO, ON M2J5C1, CANADA
(Address of Principal Executive Offices with Zip Code)
Registrant's telephone number, including area code: (416) 791-4097
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Page 2
ITEM. 7.01 REGULATION FD DISCLOSURE.
On May 31, 2005, the Registrant issued the Press Release attached as
Exhibit 99.1 hereto.
ITEM 8.01 OTHER EVENTS.
On May 25, 2005 Strategy International Insurance Group, Inc., a Texas
corporation (the "Registrant"), entered into a letter of intent (the "Letter")
with RS Group of Companies, Inc., a Florida corporation ("RS Group"), pursuant
to which the Registrant confirmed its intent to acquire all of the outstanding
shares of common stock, outstanding options and all other outstanding equity
securities of RS Group in a merger transaction for a proposed aggregate
consideration of approximately U.S.$1.75 per share of common stock, no par
value, of RS Group, subject to adjustment. The transaction is subject to the
negotiation and execution of a definitive merger agreement and other definitive
documents on terms and conditions acceptable to both the Registrant and RS
Group, as well as making all appropriate filings with the Securities and
Exchange Commission. The price per share of the RS Group common stock is subject
to adjustment as a result of the completion of a valuation of RS Group and the
receipt of a fairness opinion by the Registrant, which could result in a
material change in the merger consideration.
Pursuant to the Letter, RS Group agreed that, for a period of time
beginning May 25, 2005 and ending July 24, 2005, RS Group will not, directly or
indirectly take any action to solicit, initiate, seek, entertain, encourage or
support any inquiry, proposal or offer from any third party regarding any
acquisition of RS Group, any merger or consolidation with or involving RS Group,
or any acquisition of any portion of the stock or assets of RS Group. RS Group
further agreed to notify the Registrant in writing promptly upon receipt of a
proposal by any third party that the Board of Directors of RS Group determines
to be worthy of consideration.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Letter of Intent, dated May 25, 2005, between the
Registrant and RS Group of Companies, Inc.
99.2 Press release of the Registrant, dated May 31, 2005.
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SIGNATURE
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 thereunto duly authorized.
Date: May 31, 2005
STRATEGY INTERNATIONAL INSURANCE
GROUP, INC.
By: /s/ Louis Lettieri
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Name: Louis Lettieri
Title: Chief Financial Officer