SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 10, 2000
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Date of report (Date of earliest event reported)
INTERNATIONAL FUEL TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-25367 88-0357508
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(Commission File Number) (IRS Employer Identification No.)
7777 Bonhomme, Suite 1920, St. Louis, Missouri 63105
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(Address of Principal Executive Offices) (Zip Code)
(314) 727-3333
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
INTERNATIONAL FUEL TECHNOLOGY, INC.
FORM 8-K/A
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its Current Report on Form 8-K originally filed
with the Securities and Exchange Commission on November 4, 1999 to: (i) correct
the description of the merger transaction and (ii) file the original Agreement
and Plan of Merger between Blencathia Acquisition Corporation and International
Fuel Technology, Inc. and a related agreement entered into between International
Fuel Technology, Inc. and TPG Capital Corporation. Except as amended below, the
Form 8-K is unchanged.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated as of October 27, 1999 between Blencathia Acquisition Corporation
("Blencathia"), a Delaware corporation, and International Fuel Technology, Inc.
("International Fuel" or the "Company"), a Nevada corporation, all the
outstanding shares of common stock of Blencathia were exchanged for 300,000
shares of common stock of International Fuel, $.01 par value, in a transaction
in which International Fuel was the surviving company. The Merger Agreement was
adopted by the unanimous consent of the Board of Directors of Blencathia and
approved by the unanimous consent of the shareholders of Blencathia on October
27, 1999. The Merger Agreement was adopted by the unanimous consent of the Board
of Directors of International Fuel on October 19, 1999. Prior to the merger,
Blencathia had 5,000,000 shares of common stock outstanding of which it redeemed
and retired 4,700,000 shares. Pursuant to the Merger Agreement, International
Fuel agreed to exchange 300,000 shares of common stock of International Fuel for
the remaining 300,000 shares of common stock of Blencathia. The officers,
directors, and by-laws of International Fuel will continue without change as the
officers, directors, and by-laws of the successor issuer. In a related
transaction following the Blencathia merger, International Fuel paid
consideration consisting of $100,000 cash to TPG Capital Corporation ("TPG"), a
former shareholder of Blencathia, pursuant to an agreement entered into in
October, 1999 (the "Consulting Agreement"), under which International Fuel
engaged TPG to provide services in connection with effecting a business
combination between International Fuel and a publicly reporting company. Under
the terms of the Consulting Agreement, International Fuel also agreed to place
the International Fuel shares granted to Blencathia shareholders under the
Merger Agreement into escrow and to register and sell such shares on behalf of
Blencathia shareholders for aggregate consideration of $500,000. A copy of each
of the Merger Agreement and the Consulting Agreement is filed as an exhibit to
this Form 8-K and each is incorporated in its entirety herein. The foregoing
description is modified by such reference.
EXHIBITS
2.1 Agreement and Plan of Merger between Blencathia Acquisition
Corporation and Registrant dated October 7, 1999.
10.1 Agreement between TPG Capital Corporation and Registrant dated
effective October 29, 1999.
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 FUEL TECHNOLOGY, INC.
Date: May 10, 2000 By: /s/ WILLIAM J. LINDENMAYER
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William J. Lindenmayer, President