UNITED STATES
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): October 4, 2004
CATHAY MERCHANT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-9922 04-2608713
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3604 Tower 1, Kerry Everbright City, 218 Tian Mu Road West,
Shanghai, P.R. China 200070
(Address of principal executive offices and zip code)
Registrant's Telephone Number, including area code: +86-21-6353-0012
EQUIDYNE CORPORATION
1620 - 400 Burrard Street, Vancouver, B.C., Canada V6C 3A6
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On October 4, 2004, Lewis Cheung resigned as president, chief financial officer,
secretary and chairman of the board of directors of Cathay Merchant Group, Inc.
(the "Registrant") effective immediately. Mr. Cheung will remain a member of the
Registrant's board of directors. Also on October 4, 2004, Greg Elderkin resigned
as a member of the Registrant's board of directors effective immediately. There
were no disagreements with either Mr. Cheung or Mr. Elderkin.
On October 4, 2004, the Registrant's board of directors appointed Michael Smith
president, chief financial officer, secretary and chairman of the board of
directors of the Registrant. Mr. Smith, a member of the Registrant's board of
directors and its former chief executive officer, is the chief executive officer
of MFC Bancorp Ltd. ("MFC"). MFC beneficially holds 3,738,044 shares, or
approximately 18.4%, of the Registrant's common stock through a wholly owned
subsidiary.
The board of directors is searching for a qualified candidate to fill the
vacancy left by Mr. Elderkin's resignation.
ITEM 8.01 OTHER EVENTS.
On October 7, 2004, the Registrant issued a press release announcing that (i)
effective October 7, 2004, the Registrant's stock symbol on the American Stock
Exchange has changed from "IJX" to "CMQ" in conjunction with the Registrant's
recent name change and (ii) the Registrant has been issued a new CUSIP number. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On September 16, 2004, the Registrant's stockholders approved an amendment to
the Registrant's certificate of incorporation (the "Certificate of Amendment")
to (i) change the Registrant's name from Equidyne Corporation to Cathay Merchant
Group, Inc. and (ii) increase the number of authorized shares of common stock of
the Registrant from 35,000,000 to 100,000,000. The Certificate of Amendment was
filed with, and accepted by, the Secretary of State of the State of Delaware on
October 6, 2004. A copy of the Certificate of Amendment is attached hereto as
Exhibit 3.1.9 and is incorporated herein by reference.
On September 16, 2004, the Registrant's stockholders also approved a proposal to
issue such number of shares of the Registrant's common stock to MFC as may be
required by the terms of a credit facility between the Registrant and MFC. No
shares have yet been issued to MFC in connection with this proposal and the
number of shares that would be issuable to MFC has not yet been determined.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
3.1.9 Certificate of Amendment to Certificate of Incorporation of
the Registrant, filed with the Secretary of State of the State
of Delaware on October 6, 2004.
99.1 Press Release dated October 7, 2004.
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: October 7, 2004
CATHAY MERCHANT GROUP, INC.
By: /s/ Michael Smith
--------------------------
Michael Smith
President
EXHIBIT INDEX
3.1.9 Certificate of Amendment to Certificate of Incorporation of
the Registrant, filed with the Secretary of State of the State
of Delaware on October 6, 2004.
99.1 Press Release dated October 7, 2004.