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): December 9, 1997
Atlantic International Entertainment, Ltd.
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(Exact name of registrant as specified in its charter)
Delaware 0-27256 13-3858917
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 East Palmetto Park Road, Suite 200, Boca Raton, Florida 33431
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(Address of principal executive offices)
Registrant's telephone number, including area code: (561) 393-6685
2290 Corporate Boulevard, Suite 311, Boca Raton, Florida 33431
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER ITEMS.
The Company is making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.
This Report on Form 8-K includes forward-
looking statements relating to the business of the Company. Forward-looking
statements contained herein or in other statements made by the Company are made
based on Management's expectations and beliefs concerning future events
impacting the Company and are subject to uncertainties and factors relating to
the Company's operations and business environment, all of which are difficult to
predict and many of which are beyond the control of the Company, that could
cause actual results of the Company to differ materially from those matters
expressed in or implied by forward-looking statements. The Company believes that
the following factors, among others, could affect its future performance and
cause actual results of the Company to differ materially from those expressed in
or implied by forward-looking statements made by or on behalf of the Company;
(a) general economic, business and market conditions; (b) competition; (c) the
success of advertising and promotional efforts; (d) trends within the Internet
Gaming and Internet Supply Provider industries; (e) the existence or absence of
adverse publicity; (f) changes in relationships with the Company's major
customers or in the financial condition of those customers; and (g) the adequacy
of the Company's financial resources and the availability and terms of any
additional capital. Such forward-looking statements are based on assumptions
that the Company will continue to design, market and provide successful new
services, that competitive conditions will not change materially, that demand
for the Company's services will continue to grow, that the Company will retain
and add qualified personnel, that the Company's forecasts will accurately
anticipate revenue growth and the costs of producing that growth, and that there
will be no material adverse change in the Company's business. In light of the
significant uncertainties inherent in the forward-looking information included
in this Form 8-K, actual results could differ materially from the
forward-looking information contained herein.
HOSKEN CONSOLIDATED INVESTMENTS, LTD. TRANSACTION
On April 30, 1998, the Company entered into a Securities Purchase Agreement with
Hosken Consolidated Investments, Ltd., a South African corporation for the
purchase of 1,000,000 shares of the Company's Common Stock at $4.00 per share.
Hosken is engaged in the technology industry, including cellular,
telecommunications, video gaming and media. In addition, the Company, through a
South African subsidiary will expand marketing and distribution of its products
with the assistance of Hosken and its related company.
COMS21 LIMITED TRANSACTION
On May 21, 1998, the Company's wholly owned subsidiary, AIE, Australia, Ltd.
("AIEA") filed with the Australian Securities Commission Part A of the Offer for
the acquisition for an Australian listed company, Coms21 Limited. Company is
offering Coms21 shareholders and option holders stock in the Company. If AIEA
acquires 100% of the securities of Coms21, the Company will exchange 9,700,000
shares of the Company's Common Stock, through AIEA. The transaction is valued at
approximately $40,000,000.00 (US). Coms21 was selected as an acquisition target
by the Company because of its proprietary "Smartcard" technology which will be
marketed to the customers of the Company's Interactive and Internet software to
facilitate cash transactions over the Internet. In addition, Coms21 has
marketing and distribution channels in China. The Company views China as the
largest growth market for its software products after Australia and South
Africa.
REGISTRATION STATEMENT FILING
Contemporaneously with the Offer to acquire the securities of Coms21 described
above, the Company intends to file a Registration Statement on Form S-1 with the
Securities and Exchange Commission to register all of the shares of Common Stock
acquired by the Coms21 securities holders and the most of the shares currently
owned by the principal stockholders and others of the Company that bear
restrictive legends. The Company intends to use its commercially reasonable best
efforts to file the above registration statement with the Securities and
Exchange Commission for the registration of the shares of Common Stock and to
maintain the effectiveness of such registration statement for a period of one
year. The Company believes that, during the period of effectiveness of such
registration statement, some of the Company's principal stockholders may sell
all or any of the shares of Common Stock without restriction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
Exhibit Number Description of Document
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10.1 Securities Purchase Agreement, dated as of April 30, 1998,
between Atlantic International Entertainment, Ltd. and
Hosken Consolidated Investments, Ltd. Incorporated by
reference to Exhibit 10.5 to the Company's Form 10-KSB
dated May 26, 1998.
10.2* Offer by Atlantic International Entertainment, Ltd. to
purchase the securities of Coms21 Limited, dated May 21,
1998, together with Part A thereof.
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Included herewith
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.
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
Dated: May 27, 1998 By: /s/ Norman J. Hoskin
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Name: Norman J. Hoskin
Title: Chairman