U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 6, 2001
FIGHTON SUCCESSION CORPORATION
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(Exact name of registrant as specified in its charger)
California 33-0897453
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(State or Other Jurisdiction of I.R.S. Employer Identification
Organization) Number Incorporation or
19900 MacArthur Boulevard, Suite 660, Irvine, California 92612
(Address of Principal Executive Offices including Zip Code)
(949) 851-9797
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(Issuer's Telephone Number)
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ITEM 5. OTHER EVENTS
On March 6, 2001, the Registrant and its shareholders entered into an
agreement to sell the majority of the outstanding shares of the Registrant to
Key Card Communications, Inc. ("Key Card"). Key Card may elect to merge the
Registrant with Key Card in a transaction in which either of Key Card or the
Registrant are the surviving entity. The agreement contemplates a closing on or
before October 20, 2001. The Registrant, its shareholders and Key Card
contemplate entering into more comprehensive reorganization documents prior to
the closing.
Key Card provides prepaid long distance services. Key Card was formed
in May, 2000 and thereafter acquired 100% of the stock of Five Star
Communications, Inc. Key Card markets its prepaid calling card products and
services under the trade names Five Star and Key Card.
Key Card's core product, prepaid calling cards, incorporates a
toll-free access number and PIN (Personal Identification Number) printed on an
array of attractive, branded phone cards. Purchasers of these prepaid phone
cards are able to place international and domestic long distance calls from any
touch tone phone in the Continental United States at extremely favorable rates.
The branded cards, in conjunction with Key Card's business model and successful
sales programs, have allowed Key Card to penetrate the marketplace and create a
growing base of loyal, repeat customers. Capitalizing on management's extensive
prior experience, Key Card has quickly grown and has established itself as a
leading pioneer in the field of prepaid communications.
Key Card focuses primarily on sales of cards to retailers and prepaid
phone card distributors. These resellers are attracted to Key Card's phone cards
due to their branded packaging, profitability and ease of use. By concentrating
on these two segments of the marketplace, Key Card maximizes its profitability,
generates repeat sales and continually increases its revenues. Additionally, the
Company sells a small portion of its cards directly to consumers via Key Card's
Internet presence and website.
The foregoing description of the terms of the sale of the Registrant's
shares, is qualified in its entirety by the terms of the letter agreement dated
March 6, 2001 between the Registrant and Key Card which is filed herewith as an
exhibit. The information supplied on Key Card has been provided by Key Card and
the Registrant has not conducted any due diligence on Key Card or its business.
Caution Regarding Forward-Looking Information
This report contains certain forward-looking statements and information
relating to the Registrant that are based on the beliefs of the Registrant or
management as well as assumptions made by and information currently available to
the Registrant or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Registrant or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Registrant regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks or uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumption prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
(4.1) Letter agreement dated March 6, 2001, between BAC
Consulting Corporation and Key Card
Communications, Inc.
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, thereunto duly authorized
FIGHTON SUCCESSION CORPORATION
Dated: March 6, 2001 By: /S/ Tim T. Chang
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Tim T. Chang, President
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