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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 March 31, 2000
OCEANIC EXPLORATION COMPANY
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(Exact name of Registrant as specified in its charter)
Delaware 0-6540 84-0591071
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(State or other (Commission (I.R.S. Employer
jurisdiction of Incorporation) File Number) Identification No.)
5000 South Quebec Street, Suite 450, Denver, Colorado 80237
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(Address of principal executive offices)
(303) 220-8330
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(Registrant's telephone number)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 21, 2000, Oceanic Exploration Company (the "Registrant") purchased the
employment operations and certain assets of Alliance Services Associates, Inc.,
the wholly owned subsidiary of Alliance Staffing Associates, Inc. (collectively
"Alliance") for $581,000 in cash pursuant to a Purchase and Sale Agreement,
attached hereto as Exhibit 99.1, without exhibits. Alliance is an employment
agency located in San Diego, California. The assets purchased primarily consist
of cash, prepaid assets, office furniture and equipment and the name of Alliance
Staffing Associates, Inc. In addition, the Registrant received Non-Compete
Agreements and Continuity of Business Dealings Undertakings from Alliance and
its shareholders, attached hereto as Exhibits 99.2 through 99.5. The Registrant
intends to use these assets to continue the current operations of the employment
placement service. In connection with continuing these operations, the
Registrant executed an Employment Agreement with the President of Alliance,
attached hereto as Exhibit 10.1, without exhibits.
The purchase price of $581,000 was paid to the shareholders of Alliance Staffing
Associates, Inc., Karsten N. Blue and Linden P. Blue, who are the sons of James
N. Blue, the Chairman of the Board and Chief Executive Officer of the
Registrant. The Board of Directors received an opinion from
PricewaterhouseCoopers LLP as to the fairness from a financial point of view to
the Registrant of the consideration paid. The purchase price of $581,000, plus
an anticipated additional investment estimated at $400,000 to fund working
capital requirements subsequent to the closing of the transaction (together the
"Aggregate Purchase Price") was determined to be fair to the Registrant from a
financial point of view. The Registrant financed this acquisition using cash on
hand, received from its judgment against Denison Mines Ltd.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a)&(b)
Financial statements required to be filed as exhibits to this Form 8-K will be
filed with a Form 8-K/A on or before June 14, 2000.
(c) Exhibits
10.1 Employment Agreement for Audrey Voyles, President of Alliance
Division of Registrant. Pursuant to Item 601(b)(2) of
Regulation S-X, the Exhibits referred to in the Agreement are
omitted. The Registrant agrees to furnish supplementally a
copy of any such Exhibit to the Commission upon request.
99.1 Agreement of Purchase and Sale of Assets between Oceanic
Exploration Company, Alliance Services Associates, Inc.,
Alliance Staffing Associates, Inc. and the parties executing
this Agreement as shareholders of Alliance Staffing
Associates, Inc. Pursuant to Item 601(b)(2) of Regulation S-X,
the Exhibits referred to in the Agreement are omitted. The
Registrant agrees to furnish supplementally a copy of any such
Exhibit to the Commission upon request.
99.2 Non-Compete Agreement and Continuity of Business-Dealings
Undertaking with Alliance Services Associates, Inc.
99.3 Non-Compete Agreement and Continuity of Business-Dealings
Undertaking with Alliance Staffing Associates, Inc.
99.4 Non-Compete Agreement and Continuity of Business-Dealings
Undertaking with Karsten N. Blue
99.5 Non-Compete Agreement and Continuity of Business-Dealings
Undertaking with Linden P. Blue
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SIGNATURE
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.
OCEANIC EXPLORATION COMPANY
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(Registrant)
Date: April 12, 2000 /s/ Charles N. Haas
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Charles N. Haas
President
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Employment Agreement for Audrey Voyles, President of Alliance
Division of Registrant. Pursuant to Item 601(b)(2) of
Regulation S-X, the Exhibits referred to in the Agreement are
omitted. The Registrant agrees to furnish supplementally a
copy of any such Exhibit to the Commission upon request.
99.1 Agreement of Purchase and Sale of Assets between Oceanic
Exploration Company, Alliance Services Associates, Inc.,
Alliance Staffing Associates, Inc. and the parties executing
this Agreement as shareholders of Alliance Staffing
Associates, Inc. Pursuant to Item 601(b)(2) of Regulation S-X,
the Exhibits referred to in the Agreement are omitted. The
Registrant agrees to furnish supplementally a copy of any such
Exhibit to the Commission upon request.
99.2 Non-Compete Agreement and Continuity of Business-Dealings
Undertaking with Alliance Services Associates, Inc.
99.3 Non-Compete Agreement and Continuity of Business-Dealings
Undertaking with Alliance Staffing Associates, Inc.
99.4 Non-Compete Agreement and Continuity of Business-Dealings
Undertaking with Karsten N. Blue
99.5 Non-Compete Agreement and Continuity of Business-Dealings
Undertaking with Linden P. Blue