U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 8, 1997
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Date of Report (date of earliest event reported)
UNIVERSAL CAPITAL CORPORATION
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Exact name of Registrant as Specified in its Charter
Nevada 0-26136 84-1018684
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
3507 Frontage Road, Suite 100, Tampa, Florida 33607
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Address of Principal Executive Offices, Including Zip Code
(813) 282-0855
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Registrant's Telephone Number, Including Area Code
16178 East Prentice Place, Aurora, Colorado 80015
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Former Name or Former Address, if Changed Since Last Report
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 8, 1997, Universal Capital Corporation (the "Company")
completed the acquisition of 100% of the outstanding common stock of Remarc
International, Inc. ("Remarc") in exchange for shares of the Company's common
stock. The Company issued a total of 37,375,000 shares of its Common Stock
(approximately 90% of the shares now outstanding) to the shareholders of
Remarc at the Closing.
The stock issuances were made pursuant to a Share Exchange Agreement
("Agreement") between the Company and Remarc. The terms of the Agreement were
the result of negotiations between the managements of the Company and Remarc.
However, the Board of Directors did not obtain any independent "fairness"
opinion or other evaluation regarding the terms of the Agreement, due to the
cost of obtaining such opinions or evaluations.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement, together with the exhibits thereto, which is
filed as Exhibit 10 hereto, and is incorporated herein by this reference.
Pursuant to the Agreement, at Closing, the Company issued to Bleu Ridge
Consultants, Inc., as a finder's fee, 400,000 shares of the Company's Common
Stock, and the Company issued to Timothy J. Brasel 500,000 shares as
compensation for his services as a consultant to be performed over the next
two years. Mr. Brasel was the former sole officer and director of the
Company.
As a result of the transaction with Remarc, the issuance of the
37,375,000 shares of the Company's Common Stock to the Remarc shareholders,
and the issuance of a total of 900,000 shares to Bleu Ridge Consultants, Inc.
and Timothy J. Brasel, following are those persons known by the Company to own
5% or more of the Company's Voting Stock:
PERCENT OF
NUMBER OF OUTSTANDING
NAME AND ADDRESS VOTING SHARES VOTING SHARES
John C. Morris 5,233,953<FN1> 12.5%
3507 Frontage Road, Suite 100
Tampa, Florida 33607
Gregory P. Stemm 8,356,198<FN1> 20.2%
4912 South Melrose Avenue
Tampa, Florida 33629
William C. Callari 9,162,088<FN3> 21.6%
210 West Front Street
Red Bank, New Jersey 07701
E. Eugene Cooke 3,342,052<FN4> 7.8%
3901 Old Road West
Midlothian, Virginia 23110
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<FN>
<FN1>
Includes 4,570,745 shares held of record by John C. Morris, 43,455 shares
owned beneficially by Mr. Morris by virtue of his 45% interest in shares held
by Estimated Prophet, Inc., and 619,753 shares owned beneficially by Mr.
Morris by virtue of his 45% interest in shares underlying a convertible
promissory note held by Estimated Prophet, Inc.
-2-
<FN2>
Includes 630,906 shares held of record by Greg and Laurie Stemm, and 7,725,292
shares held by Adanic Capital Ltd., a limited partnership for which Gregory
Stemm serves as general partner.
<FN3>
Includes 4,957,068 shares held of record by William Callari, 3,090,117 shares
held by the William C. Callari Irrevocable Family Trust of which Mr. Callari
serves as trustee, and 1,114,903 shares underlying a convertible promissory
note held by Mr. Callari.
<FN4>
Includes 1,995,713 shares held of record by Mr. Cooke and 1,346,344 shares
underlying a convertible promissory note.
</FN>
Effective on the closing of the acquisition, the Company's new officers
and directors were as follows:
John C. Morris - President, CEO and Director
Gregory P. Stemm - Vice President and Director
William C. Callari - Vice President and Director
David A. Morris - Secretary and Treasurer
Gerald Goodman - Director
Brad Baker - Director
Eugene Cooke - Director
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 of this Report, on August 8, 1997, the Company
acquired all of the outstanding common stock of Remarc in exchange for shares
of the Company's Common Stock.
Remarc is engaged in the business of researching, permitting, financing
and marketing shipwreck recovery projects around the world.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements required by Rule 3-05(b) of Regulation S-X for Remarc are not yet
available, and will be filed by amendment on or before October 22, 1997.
(b) PROFORMA FINANCIAL INFORMATION. The pro forma financial information
required by Article 11 of Regulation S-X is not yet available, and will be
filed by amendment on or before October 22, 1997.
(c) EXHIBITS.
Exhibit 10 Share Exchange Agreement Between Universal
Capital Corporation and Remarc International,
Inc.
ITEM 8. CHANGE IN FISCAL YEAR.
Remarc has elected to change its fiscal year end from December 31 to
February 28 in order that its fiscal year end will be the same as the
Company's fiscal year end.
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Included among the shares issued in connection with the acquisition of
Remarc were 482,831 shares of common stock issued to Roberto Kerr in exchange
for his shares of Remarc. These shares were issued pursuant to Regulation S.
No underwriter or placement agent was used.
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, hereunto duly authorized.
UNIVERSAL CAPITAL CORPORATION
Dated: August 22, 1997 By /s/ John C. Morris
John C. Morris, President