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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) January 18, 2001
COMMISSION FILE NUMBER: 0-29346
FRMO CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3754422
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
271 NORTH AVENUE, NEW ROCHELLE, NY 10801
(Address of principal executive offices) (Zip Codes)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 636-3432
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 18, 2001, the Securities and Exchange Commission had no further
comment on the Form 10 Registration of the common stock of MFC Development Corp.
("MFCDV") pursuant to Section 12(g) of The Securities Exchange Act of 1934 (the
"Registration Statement"). On January 23, 2001, FRMO Corp., the registrant,
mailed to its shareholders stock certificates for a total of 1,800,000 shares of
common stock, par value $.001 per share, of MFC Development Corp. together with
a copy of said Registration Statement. The registrant also had 1,800,000 shares
of its common stock outstanding so the spin-off was on a one share for one share
basis. The date on the said stock certificates mailed to shareholders is
December 12, 2000. The record date was November 1, 2000.
On January 23, 2001, the registrant authorized the issuance of 34,200,000 shares
of its common stock, par value $.001 per share, to the FRM Control Group. The
spin-off, the issuance of new shares to the FRM Control Group, the identity of
that group and other information about the transaction are set forth in the
Registration Statement which is Exhibit 1 hereto.
The registrant's name was changed to FRMO Corp on November 29, 2000 pursuant to
the Certificate of Amendment of the Certificate of Incorporation of registrant
which is Exhibit 2 hereto. That amendment increased the authorized capital stock
of the registrant as set forth therein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The registrant disposed of all the 1,800,000 shares of its subsidiary MFC
Development Corp. in the spin-off to the registrant's shareholders as set forth
in item 1 above.
ITEM 5. OTHER EVENTS
On January 23, 2001 the following persons were elected directors and executive
officers of the registrant.
Directors
Murray Stahl
Steven Bregman
Peter Doyle
Lester Tanner
Lawrence J. Goldstein
Allan Kornfeld
David Michael
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Officers
Chairman of the Board and Chief Executive Officer..................... Murray Stahl
President and Chief Operating Officer................................. Steven Bregman
Vice President........................................................ Peter Doyle
Secretary............................................................. Lester Tanner
Treasurer and Chief Financial Officer................................. Victor Brodsky
EXHIBITS
1. Form 10 General Form For Registration of Common Stock, par value
$.001 per share, of MFC Development Corp, a former wholly-owned subsidiary of
the registrant, pursuant to Section 12(g) of The Securities Exchange Act of
1934, as amended and effective has previously been filed with the SEC and is
incorporated herein by reference. A copy of said Registration Statement was
mailed to each shareholder of the registrant on January 23, 2001.
2. Certificate of Amendment of Certificate of Incorporation of the
registrant filed in Delaware on November 29, 2000.
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 duly authorized.
FRMO Corp.
(Registrant)
Date: January 25, 2001 By /s/ Lester J. Tanner
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Lester J. Tanner, Secretary
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