SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 16, 1996
CEEE Group Corporation
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(Exact name of registrant as specified in its charter)
Colorado 0-27256 13-3858917
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2200 Corporate Boulevard, Suite 317, Boca Raton, Florida 33431
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(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 995-2190
51 Hudson Point Lane, Ossining, New York 10562
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(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 16, 1996 the Registrant entered into an Exchange of Stock
Agreement and Plan of Reorganization (the Stock Exchange Agreement") with
Atlantic International Capital Ltd., a Delaware corporation ("Atlantic") and the
shareholders of Atlantic. A copy of the Stock Exchange Agreement is attached
hereto as an exhibit and incorporated herein by reference. In connection with
the Stock Exchange Agreement, the Company acquired all of the outstanding stock
of Atlantic and the former shareholders of Atlantic received an aggregate of
7,000,000 shares of the Registrant's common stock and will receive an additional
18,183,759 shares of common stock following an amendment to the Registrant's
Certificate of Incorporation to, among other things, increase the number of
authorized shares. Following the share exchange and the issuance of the
additional shares, the former shareholders of Atlantic will own approximately
94% of the outstanding shares of the Registrant.
In addition, the Share Exchange Agreement resulted in a change in entire
Board of Directors of the Registrant (the "Board"). The former Directors of the
Registrant resigned and Messrs. Richard Iamunno, Norman Hoskin and Steven Brown
were elected as new directors of the Registrant.
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The following table sets forth information, as of July 29, 1996 with
respect to the beneficial ownership of Common Stock by (i) each person known by
the Company to be the beneficial owner of five percent or more of the Company's
Common Stock, (ii) each of the Named Officers, (iii) each director, and (iv) all
executive officers and directors as a group:
No. of Shares of Percent of
Common Stock Outstanding
Name and Address(1) Beneficially Owned(2) Common Stock
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Norman J. Hoskin(3)(4) 10,954,225 41.1%
Richard A. Iamunno(3)(4) 10,954,225 41.1%
Steven D. Brown 0 *
All directors and
officers as a group 21,908,450 82.1%
* Less than 1%
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(1) Unless otherwise indicated, all addresses are at the Company's office at
2200 Corporate Blvd., Suite 317, Boca Raton, Florida 33431.
(2) Beneficial ownership has been determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934. Generally, a person is deemed to be
the beneficial owner of a security if he has the right to acquire voting
or investment power within 60 days.
(3) Includes 7,909,225 shares of Common Stock to be issued to each of Mr.
Hoskin and Mr. Iamunno or their respective trusts pursuant to the Share
Exchange Agreement upon amending the Company's Certificate of
Incorporation to, among other things, increase the number of authorized
shares.
(4) Includes 7,554,638 shares held in trusts for each of Mr. Hoskin and Mr.
Iamunno of which they have voting and dispositive control.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 16, 1996 the Registrant entered into an Exchange of Stock
Agreement and Plan of Reorganization (the Stock Exchange Agreement") with
Atlantic International Capital Ltd., a Delaware corporation ("Atlantic") and the
shareholders of Atlantic. See Item 1 above for a description of the terms of the
Share Exchange Agreement.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired: It is impracticable to
provide the required financial statements at the time this Report is
filed. The required financial statements will be filed as soon as
practicable, but no later than 60 days after this Report must be
filed.
(b) Pro Forma Financial Information: It is impracticable to provide the
required pro form financial information at the time this Report is
filed. The required pro forma financial information will be filed as
soon as practicable, but no later than 60 days after this Report
must be filed.
(c) Exhibits:
(2) Exchange of Stock Agreement and Plan of Reorganization, dated
July 16, 1996, by and among the Registrant, Atlantic, and each
of the stockholders of Atlantic listed on Schedule 1 thereof.
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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 hereunto duly authorized.
CEEE GROUP CORPORATION
Dated: July 31, 1996 By: /s/Richard Iamunno
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Name: Richard Iamunno
Title: President
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