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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 earlier event reported): January 6, 1998
NUTRONICS INTERNATIONAL, INC.
(Exact Name of Registrant as specified in its Charter)
Delaware 0-28144 13-3859706
(State of Incorporation (Commission File No.) (IRS Identification Number)
or other Jurisdiction)
410 West 53rd Street, Suite 105
New York, New York 10019
(Address of Principal Executive Offices)
(212) 664-8949
Registrant's telephone number
including area code
51 Hudson Point Lane
Ossining, New York 10562
(Former Name or Former Address,
if Changed Since Last Report)
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Item 1. Change in Control of Registrant.
Pursuant to an Agreement and Plan of Reorganization dated as of December
31, 1997 (the "Reorganization Agreement"), by and among Nutronics International,
Inc., a Delaware corporation (the "Company"), Edward F. Cowle, H. DeWorth
Williams and Gold Hill Mines, Inc., an Idaho corporation, and Magnum Associates
Ltd. ("Magnum"), a corporation organized under the laws of Ireland, and
Starbeam, Ltd. ("Starbeam"), a corporation organized under the laws of Ireland
(Magnum and Starbeam shall hereinafter sometimes be collectively referred to as
the "Target Stockholders"), the Company, effective January 6, 1998, acquired
(the "Acquisition"), all of the issued and outstanding capital stock of the
Targets (as defined below), from the Target Stockholders in exchange for an
aggregate of 10,000,000 shares of common stock, par value $.01 per share (the
"Common Stock") of the Company.
Prior to the Acquisition, the Target Stockholders owned all of the issued
and outstanding capital stock of the following four holding corporations:
Maximilia Ltd., a corporation organized under the laws of Ireland ("Maximilia");
Sturge Ltd., a corporation organized under the laws of Ireland ("Sturge"); Jolly
LLC, a limited liability corporation organized under the laws of Wyoming ("Jolly
LLC"); and Paul Garnier Ltd., a corporation organized under the laws of Ireland
("Garnier," and together with Maximilia, Sturge and Jolly LLC shall sometimes
hereinafter be referred to collectively, as the "Targets").
Jolly LLC owns sixty-five (65%) percent of the issued and outstanding
capital stock of Jolly Alon Limited, a Moldovian corporation ("Jolly Alon"),
that operates and manages the Jolly Alon Hotel and rents stores and offices
located on the hotel property, with the remaining thirty-five (35%) percent of
the issued and outstanding capital stock of Jolly Alon being owned by the
Government of the Republic of Moldovia; Sturge and Maximilia each own fifty
(50%) percent (one hundred (100%) percent in the aggregate) of the issued and
outstanding capital stock of Banca De Export-Import, a Moldovian corporation
("Bank"), which owns a bank in Moldovia; and Maximilia owns fifty-five (55%)
percent and Garnier owns fifteen (15%) percent (seventy (70%) percent in the
aggregate) of the issued and outstanding capital stock of Exim Asinta S.A., a
Moldovian corporation which owns an insurance business in Moldovia ("Asinta"),
with the remaining thirty (30%) percent being owned as follows: fifteen (15%)
percent by Bank and the remaining fifteen (15%) percent owned by a
non-affiliated third party. Jolly Alon, Bank and Asinta shall sometimes
hereinafter be collectively referred to as the "Asset Entities."
As a result of the Acquisition of the Targets by the Company, the Targets
became wholly-owned subsidiaries of the Company, which, in turn, and as
described above, own capital stock of the Asset Entities.
The following table sets forth the number and percentage of voting
securities of the Company beneficially owned directly or indirectly by the
person(s) who acquired control of the Company, after giving effect to the
Acquisition and certain other transactions set forth in the Reorganization
Agreement:
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Name of Beneficial
Beneficial Owners Ownership of Common Stock
- ----------------- -------------------------
Number Percentage
------ ----------
Boris Birshstein(1) 7,820,000 71.1
Ted Shapiro(2) 1,500,000 13.6
Robert L. Blessey(3) -- --
Leonid Tsiller (4) 340,000 3.1
Abelis Raskas (5) 340,000 3.1
All executive officers
and directors as a group
(5 persons)(6) 10,000,000 90.9
Pursuant to the terms of the Reorganization Agreement, effective as of
January 6, 1998, Ed Cowle, Joseph Mancini and Robyn Mancini resigned as officers
and directors of the Company, and the following persons were appointed to the
offices and/or elected directors, set forth opposite their names:
Name Position
---- --------
Boris Birshstein Chairman and a Director
Ted Shapiro Chief Executive Officer and a Director
Shmuel Gurfinkel Chief Financial Officer and a Director
Robert L. Blessey Director and Secretary
Leonid Tsiller Vice President
Abelis Raskas Vice President
Eugene Cogan Vice President
- --------
(1) Mr. Birshstein is the Chairman and a Director of the Company. Such
shares are owned of record by Magnum and Starbeam. Magnum and Starbeam are
corporations organized under the laws of Ireland. The capital stock of such
entities is owned by Mr. Birshstein.
(2) Mr. Shapiro is the Chief Executive Officer and a Director of the
Company.
(3) Mr. Blessey is a Director and Secretary of the Company.
(4) Mr. Tsiller is a Vice President of the Company. Such shares were
received by such person in connection with services provided previously to
Starbeam and Magnum and future services to be provided by such person to the
Company.
(5) Mr. Raskas is a Vice President of the Company. Such shares were
received by such person in connection with services provided previously to
Starbeam and Magnum and future services to be provided by such person to the
Company.
(6) See Footnotes (1) - (5).
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Item 2. Acquisition or Disposition of Assets.
See Item 1 above.
Item 5. Other Events.
Effective prior to the closing of the Acquisition the Company effectuated
a 8.759170 for one reverse stock split of all of its issued and outstanding
Common Stock, resulting so that immediately following the issuance in the
Acquisition of the 10,000,000 shares of Common Stock in the Company to the
Target Stockholders, the Company had issued and outstanding 11,000,000 shares of
Common Stock. All share information set forth in this Current Report on Form 8-K
has been adjusted to reflect the reverse stock split.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements and Pro Forma Financial Information
Because the Company does not currently have all of the required financial
statements required by Rule S-X of the Securities Act of 1933, as amended, for
the Asset Entities, it is presently impractical for the Company to file the
required financial statements of the Asset Entities in this Current Report on
Form 8-K. Such financial statements, however, are currently being prepared and
the Company will file such financial statements as soon as such financial
statements become available, but in no event later than March 23, 1998, sixty
(60) days after the latest date this Current Report on Form 8-K must be filed
(January 21, 1998). Additionally, because the Company has had no operations in
any of the last three (3) years, the Company is not filing pro forma combined
financial statements of the Company to reflect the Acquisition of the Asset
Entities.
(b) Exhibits
1. Agreement and Plan of Reorganization dated as of December 31, 1997 by
and amongst Nutronics International, Inc., Edward F. Cowle, H. DeWorth Williams
and Gold Hill Mines, Inc., Magnum Associates Ltd. and Starbeam, Ltd.
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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.
NUTRONICS INTERNATIONAL, INC. (Registrant)
By: /s/ Ted Shapiro
--------------------------------------------
Ted Shapiro
Chief Executive Officer
Dated: January 16, 1998
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