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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): November 13, 1996
American Phoenix Group, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-21475 13-3768554
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
5 Park Plaza, Suite 1260, Irvine, CA 92714
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (714) 224-2525
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On November 13, 1996 (the "Effective Date"), American Phoenix Group,
Inc., a Delaware corporation ("Registrant"), completed the Agreement and Plan of
Reorganization dated October 24, 1996 (the "Agreement") by and between
Registrant, Tetherless Access Asia Limited, a corporation organized under the
laws of Australia ("TAAL"), and the shareholders of TAAL (the "TAAL
Shareholders"). TAAL provides high-speed wireless data communications and
high-speed Internet access to customers who are located principally in
developing countries thereby taking advantage of increasing demand for
alternatives to wire line services in those locations.
Under the Agreement, Registrant acquired from the TAAL Shareholders all
issued and outstanding shares of TAAL in consideration for the issuance of
4,000,000 shares of Registrant's Common Stock (the "Common Stock") and shares of
Preferred Stock in four series convertible into an aggregate of 48,000,000
shares of Common Stock over a period from six months to four years after the
Effective Date (the "Preferred Stock"). The Preferred Stock confers upon the
TAAL Shareholders voting rights on an as converted basis. Among other things,
the Agreement provides that Registrant will undertake to amend its certificate
of incorporation to effectuate a reverse split of the issued and outstanding
Common Stock to enable the issuances contemplated under the Agreement. All
securities issued under the Agreement will be subject to such reverse stock
split.
TAAL's largest shareholders, Greenchip Emerging Growth Ltd. A.C.N.,
Greenchip Investments Ltd. A.C.N. and Greenchip Opportunities Ltd. A.C.N.
(collectively, "Greenchip") became the beneficial owner of 13,585,411
shares of Common Stock, constituting approximately 17.9%. Greenchip is a
group of affiliated investment funds that is publicly traded in Australia.
JGL Investments Pty Ltd. and the JGL Group collectively became the
beneficial owners of 13,263,180 shares of Common Stock, constituting
approximately 17.5%. Consortium Investment Group Pty Ltd. became
the beneficial owner of 4,848,686 shares of Common Stock (including 1,600,000
shares of Common beneficially owned prior to the Effective Date), constituting
approximately 6,4%. As a result of this transaction, giving
effect to the conversion of the Preferred Stock and the exercise of outstanding
options and warrants, the TAAL Shareholders are the beneficial owners of
approximately 60% of the Common Stock.
Under the Agreement, the TAAL Shareholders have the right to elect
Registrant's Board of Directors. Registrant's current directors have agreed to
remain on the board until Registrant complies with Section 14(f) of the
Securities Exchange Act of 1934, as amended.
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The transaction was approved by Registrant's Board of Directors.
See Item 2 for additional disclosures.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In connection with the Agreement and as a condition to consummation
thereof, Registrant completed the sale of certain of its assets, as follows:
1. Registrant sold its interest in Marine Turbine Australia Pty. Ltd.
("MTA") to Rubywell Pty. Ltd., a principal stockholder of Registrant
("Rubywell"), and the entity from whom the Company acquired the MTA
shares in 1995. In consideration for its reacquisition of MTA and the
settlement of certain debt outstanding, Rubywell has agreed to pay to
Registrant royalties on sales by MTA. In addition, Rubywell assigned to
Registrant a promissory note in the principal amount of $1,500,000 in
complete and full settlement of MTA's indebtedness to the Company.
2. Registrant sold its interest in the note portfolio acquired from
P.R. Finance & Investment Ltd. to Capital Finance Corporation (Pastoral
Holdings) Pty, Ltd. (the "Note Portfolio") in consideration for a
promissory note in the amount of $8,600,000 payable in installments as
follows: $500,000 on December 1, 1996, $3,000,000 on December 15, 1996,
$2,000,000 on January 31, 1997 and $3,100,000 on February 28, 1997.
3. Registrant sold its interest in Barlile Corp., Ltd. to Clouden Pty.
Ltd, as Trustee for Finance Investment Trust in consideration for
$AU200,000 payable in two installments of $AU100,000 on November 21,
1996 and February 28, 1997.
See Item 1 for additional disclosures.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
Financial statements of businesses acquired will be filed in accordance
with the rules and regulations promulgated under the Securities Exchange Act of
1934, as amended.
(b) Pro Forma Financial Information
Pro forma financial information will be filed in accordance with the
rules and regulations promulgated under the Securities Exchange Act of 1934, as
amended.
(c) Exhibits
(1) Plan and Agreement of Reorganization dated October 24, 1996, by
and between Registrant, TAAL and the Shareholders (Schedules to this
agreement, which are in standard form, have been ommitted but will
be furnished to the Commission upon request)
(2) Agreement dated November 4, 1996, between Registrant, Rubywell
Pty, Ltd. and Marine Turbine Australia Pty, Ltd. and related deed
and promissory note
(3) Deed between Registrant and Capital Finance Corporation and
related Promissory Note in the principal amount of $8,600,000 in
connection with Registrant's sale of the Note Portfolio
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: November 29, 1996
AMERICAN PHOENIX GROUP, INC.
By: /s/ Daniel France
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Daniel France,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
No.
1 Plan and Agreement of Reorganization dated October 24, 1996, by and
between Registrant, TAAL and the Shareholders (Schedules to this
agreement, which are in standard form, have been ommitted but will
be furnished to the Commission upon request)
2 Agreement dated November 4, 1996, between Registrant, Rubywell
Pty, Ltd. and Marine Turbine Australia Pty, Ltd. and related deed
and promissory note
3 Deed between Registrant and Capital Finance Corporation and
related Promissory Note in the principal amount of $8,600,000 in
connection with Registrant's sale of the Note Portfolio
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