SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) - June 17, 1996
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GULF EXPLORATION CONSULTANTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17246 76-0243525
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(State or other (Commission (IRS Employer
jurisdiction file Number) Identification
of Incorporation) Number)
10 Rockefeller Plaza, Suite 1012
New York, New York 10020
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(Address of principal executive offices) (zip code)
Registrant's telephone number,including area code-(212) 247-2120
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1270 Avenue of the Americas, Suite 2900, New York, New York 10020
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(Former Name or Former Address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 17, 1996, Gulf Exploration Consultants, Inc.
(the "Registrant") closed the sale of 3,954,545 shares of the
Common Stock of Emerging Money Limited, the Registrant's wholly-
owned subsidiary, ("Emerging Money") (comprising 72.5% of the
shares outstanding after the sale) to Micron Ltd. ("Micron"),
pursuant to a Subscription Agreement and Option, dated December
7, 1995 (the "Micron Subscription"), among the Registrant,
Emerging Money, Micron and Minmet plc ("Minmet"). Immediately
following the closing of the Micron Subscription, pursuant to the
Letter Agreement (as hereinafter defined), Minmet, the principal
stockholder of the Registrant, exchanged 774,048 shares (giving
effect to the Reverse Split (as hereinafter defined)) of the
Registrant's Common Stock (reducing its ownership interest in the
Registrant to 15%) and the obligations of the Registrant to
Minmet for the Registrant's remaining 27.5% interest in Emerging
Money. Micron has paid the Registrant 39,546 Irish Pounds (US$
62,293 equivalent as of December 31, 1995) and has paid on behalf
of Emerging Money approximately US$ 80,000 which enabled Emerging
Money to discharge certain agreed creditors. Furthermore, as a
result of the Micron Subscription and upon the consummation of
the Letter Agreement, the Registrant shall no longer be
responsible for any present or contingent liabilities of Emerging
Money. Prior to the Micron Transaction, Micron had no
relationship with the Registrant or Minmet.
The Micron Subscription and the Letter Agreement were
approved by the Registrant's stockholders at a special meeting of
stockholders held on June 17, 1996 (the "Meeting") pursuant to a
notice of meeting and Proxy Statement, dated June 6, 1996.
ITEM 5. OTHER EVENTS.
At the Meeting, the stockholders of the Registrant also
approved the terms and conditions of a letter agreement, dated
December 22, 1995 (the "Letter Agreement"), among the Registrant,
Osprey Investments, Inc., formerly, DRM&S Inc. ("Osprey"), and
Dennis Mensch ("Mensch"), each the holder of the Registrant's
notes (the "Notes") in the principal amount of $100,000. The
Letter Agreement relates to the exchange by Osprey and Mensch of
the Notes for a 22% equity interest each in the Registrant's
Common Stock and the aforementioned reduction in Minmet's equity
interest in the Registrant in exchange for an interest in
Emerging Money. The exchange of the Notes has not yet been
effected.
Upon the closing of the transactions contemplated by
the Letter Agreement, Osprey and Mensch will each own 411,630
shares of the Registrant's Common Stock (22% interest each),
Minmet will own 280,657 shares of the Registrant's Common Stock
(15% interest) and the remaining 767,128 shares of the
Registrant's Common Stock (41% interest) will be held by the
public.
Effective June 17, 1996, upon receiving the approval of
its stockholders at the Meeting, the Registrant amended its
Certificate of Incorporation to effect (i) a one-for-fifty
reverse split of the Registrant's outstanding shares of Common
Stock (the "Reverse Split") and (ii) the reduction in the number
of authorized shares of the Registrant's Common Stock from
100,000,000 to 10,000,000 authorized shares. The amendments to
the Certificate of Incorporation of the Registrant did not affect
the number of authorized shares of the Registrant's Preferred
Stock.
As a result of the Reverse Split, each certificate
representing shares of Common Stock outstanding immediately prior
to the Reverse Split (the "Old Shares") now represents one-
fiftieth the number of shares of outstanding Common Stock (the
"New Shares"). No fractional New Shares have been issued as a
result of the Reverse Split. In lieu of fractional shares, each
stockholder whose Old Shares are not evenly divisible by fifty
have been rounded up or down to the nearest whole share, except
that record holders of 25 or fewer shares will receive one New
Share.
The amendment to the Registrant's Certificate of
Incorporation is included as Exhibit 4.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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4.1 Amendment to the Registrant's
Certificate of Incorporation, filed
June 17, 1996.
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.
Date: June 18, 1996 GULF EXPLORATION CONSULTANTS, INC.
(Registrant)
/s/ Michael H. Nolan
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Michael H. Nolan
Chief Financial Officer
and Secretary
Exhibit Index
Exhibit
Number Description
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4.1 Amendment to the Registrant's
Certificate of Incorporation, filed
June 17, 1996.