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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 November 24, 1999
(Date of earliest event reported: November 12, 1999)
INTERNATIONAL MENU SOLUTIONS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 001-15011 91-1849433
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
350 Creditstone Road, Unit 202, Concord, Ontario, Canada L4K 3Z2
(Address of Principal Executive Offices) (Zip Code)
(416) 366-6368
(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
A wholly-owned subsidiary of the Registrant, International Menu
Solutions USA, Inc., a Delaware corporation ("International USA"), completed the
purchase of substantially all of the assets of Huxtable's Foods, L.L.C., a
Delaware limited liability company ("Seller"). The purchase was completed
pursuant to an Asset Purchase Agreement, entered into as of November 12, 1999
(the "Agreement"), whereby International USA acquired substantially all of the
assets of Seller's business, which primarily consists of assets necessary to
develop, manufacture, market, distribute and sell processed food products. Under
the Agreement, the purchase price required to be paid by International USA and
the Registrant consists of an initial cash payment, in the amount of $3,080,000
plus up to four future contingent payments (each an "Earnout Payment" and
together, the "Earnout Payments") payable in shares of common stock of
Registrant, or cash if so elected in accordance with the Agreement, based upon
an adjusted EBITDA calculation. Of the initial $3,080,000 payment, $200,000 was
deposited into escrow so that deductions of up to $200,000 could be made to the
purchase price for amounts paid by Seller to satisfy certain liabilities of
Seller. Each of the four Earnout Payments will be determined on an adjusted
EBITDA calculation for the respective period ending December 31, 1999, 2000,
2001 or 2002; provided, however, that each Earnout Payment, if achieved, will be
subject to certain limitations set forth in the Agreement. The maximum Earnout
Payments will be no more than five times the adjusted EBITDA for either 2001 or
2002, subject to a possible adjustment based upon gross margin and adjusted
EBITDA in the final year, subject to the terms of the Agreement. Registrant will
not be obligated to issue shares of common stock to Seller that, in the
aggregate, would cause Seller together with its affiliates to own more than 20%
of the total outstanding shares of Registrant's common stock.
Registrant used funds available as part of its existing cash resources
in order to fund the initial payment. The Registrant should have sufficient
shares of authorized common stock to fund the remaining contingent purchase
price payments, if such payments arise, but cannot ensure that when such
payments are due, sufficient authorized common stock will be available for
issuance under the Agreement. In addition, if the Registrant issues such
authorized common stock for other purposes prior to any contingent purchase
price payments becoming due, the Registrant might be required to authorize
additional common stock in order to fund such payments. Such additional
financing might be raised through the issuance of debt or equity securities,
borrowings under bank or other credit facilities or through the proceeds from
other sources of financing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item are not included in this
initial report on Form 8-K but will be filed by amendment not later than 60 days
after the date that this initial report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The financial statements required by this item are not included in this
initial report on Form-K but will be filed by amendment not later than 60 days
after the date that this initial report on Form 8-K is required to be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement, entered into as of November 12, 1999,
by and between Registrant, International Menu Solutions USA, Inc. and Huxtable's
Foods, L.L.C.
99.1 Press release issued by Registrant on November 19, 1999.
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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.
INTERNATIONAL MENU SOLUTIONS CORPORATION
By: /S/ MICHAEL STEELE
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Michael Steele
President and Chief Executive Officer
Dated: November 24, 1999
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