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): February 19, 2001
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MAXX INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
UTAH 000-26971 87-0284871
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Maxx International, Inc.
c/o Solomon Broadcasting International, Inc.
130 El Camino Drive
Beverly Hills, CA 90212
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (301) 205-6220
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On February 19, 2001, Maxx International, Inc. (the "Company") entered into
a Confidential Settlement and Purchase Agreement and Mutual Release of Claims
(the "Confidential Agreement") by and between the Company; Compulsion, Inc.
("Compulsion"), a Delaware corporation; Doyle Capital Management Limited, a sole
proprietorship owned and operated by Walter Doyle ("Doyle Capital"); Rick
Garson; CPW Associates, Inc., a Nevada corporation ("CPW"); and Maxx
Entertainment, LLC ("Maxx Entertainment"). The Company, Compulsion, Doyle
Capital, CPW and Maxx Entertainment are hereinafter referred to as the
"Parties."
The terms of the Confidential Agreement provided for the assignment to
Compulsion (the "Assignment") of the Company's rights to the commercial and
non-commercial exploitation of the prayerbooks (the "Prayerbooks") of the
Supreme Pontiff John Paul II ("Pontiff") and to certain trademarks of the
Company. The Company has
also agreed to pay Compulsion a royalty fee equal to 3% (the "3% Royalty Fee")
of its Net Receipts relating to the Company's use of a license for the rights to
use the reproduction and likeness or other image of the Pontiff for the use on
financial services promotional items.
In consideration of the Assignment and 3% Royalty Fee, Compulsion agreed to
pay the Company $300,000, with $75,000 payable upon court approval of a
Stipulation of Settlement (the "Court Approval"), which has been obtained,
$50,000 payable on March 15, 2001, and the balance of $175,000 payable on May
15, 2001.
Additionally, Compulsion will pay a royalty fee equal to 5% of the Net
Receipts from the sale of products related to the Prayerbooks (the 5% Royalty
Fee") but not less than $600,000 payable on the following dates and in the
following amounts: (a) on the first year anniversary of the Court Approval, the
excess of $100,000 over the aggregate royalties previously paid, (b) on the
second year anniversary of the Court Approval, the excess of $350,000 over the
aggregate royalties previously paid, (c) on the third year anniversary of the
Court Approval, the excess of $600,000 over the aggregate royalties paid.
Further, Compulsion also agreed to assume certain debts of the Company.
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.
DATED: March 5, 2001
MAXX INTERNATIONAL, INC.
/s/ ADLEY SAMSON
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Adley Samson, Secretary