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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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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 28, 1997
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HARBOUR CAPITAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 33-57982-D 84-1204841
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
GREENBRIER TOWER II
870 GREENBRIER CIRCLE, SUITE 400
CHESAPEAKE, VIRGINIA 23310
(Address of principal executive offices)
(757) 938-9863
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 23, 1997, Harbour Capital Corp. (the "Company") entered
into an Agreement and Plan of Exchange (the "Agreement") with Metro
Telecommunications Services, Inc., a Virginia corporation ("Metro"), and Les
Slaydon and Martin Hudock, the shareholders of Metro (the "Metro
Shareholders"). Pursuant to the Agreement, the Company acquired all of the
issued and outstanding shares of capital stock of Metro in a transaction
intended to qualify as a reorganization within the meaning of Section
368(a)(1)(B) of the Internal Revenue Code (the "Exchange"). The Exchange was
completed on October 28, 1997, on the terms set forth below. Metro continues to
exist as a Virginia corporation wholly-owned by the Company.
Pursuant to the Agreement, the Metro Shareholders exchanged all of the
issued and outstanding shares of capital stock of Metro for 471,198 shares of
Common Stock of the Company (the "Company Shares"). The Company Shares were
issued without registration under the Securities Act of 1933, as amended, and
the Company granted "piggyback" registration rights to the Metro Shareholders
with respect to the Common Shares. The Company also entered into a consulting
agreement with Mr. Slaydon. Pursuant to the consulting agreement, Mr. Slaydon
will perform consulting services for the Company for seven (7) years for which
he will receive compensation of $4,166.67 per month.
Metro is a full-service Long Distance Inter-Exchange Carrier and
Telecommunications Services Company, headquartered in McLean, Virginia, and has
been in business since 1983. Metro provides a variety of telecommunications
services to its customers, including direct-dial long distance, international
calling, toll-free 800 numbers, voice mail, broadcast fax, teleconferencing and
calling cards. Metro emphasizes long distance services to business and
residential customers whose usage ranges from $10 to $10,000 per month.
FORWARD LOOKING STATEMENTS
The statements contained in this report that are not purely historical
are forward looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
including statements regarding the Company's expectations, hopes, intentions or
strategies regarding the future. Forward looking statements include
expectations of trends to continue through the remainder of the forthcoming
year. Forward looking statements involve a number of risks and uncertainties.
Among other factors that would cause actual results to differ materially are
the following: the inability to close other acquisitions which may be
undertaken by the Company; business conditions and growth in the markets for
the provision and administration of comprehensive benefit programs, including,
but not limited to long distance service, for affinity groups, non-profit
organizations and corporations; competitive factors, such as the entry of new
competitors into the benefit program and long distance service industries; the
loss of benefit program agreements with certain clients; risks due to shifts in
market demand; changes in service and product mix; and the risk factors listed
from time to time in the Company's SEC reports, including, but not limited to,
the Company's reports on Form 8-K; 10-QSB, 10-KSB, Annual Reports to
Shareholders, and reports or other documents filed pursuant to the Securities
Act of 1933 or the Securities Exchange
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Act of 1934. All forward looking statements included herein are based on
information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward looking statements. It is
important to note that the Company's actual results could differ materially
from those in such forward looking statements due to the factors cited above.
As a result of these factors, there can be no assurance that the Company will
not experience material fluctuations in future operating results on a quarterly
or annual basis, which would materially and adversely affect the Company's
business, financial condition and results of operation.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) It is impracticable to provide the required financial statements
for Metro Telecommunications Services, Inc. at this time. In accordance with
Item 7(a)(1) of Form 8-K, the Company will file the required financial
statements as an amendment to this Form 8-K as soon as practicable, but not
later than 60 days after the date on which this report on the Form 8-K must be
filed.
(b) It is impracticable to provide the required pro forma financial
information for Metro Telecommunications Services, Inc. and the Company at this
time. In accordance with Item 7(b)(2) of Form-K, the Company will file the
required pro forma financial information as an amendment to this Form 8-K as
soon as practicable, but not later than 60 days after the date on which this
report on Form 8-K must be filed.
(c) The following exhibits are furnished herewith in accordance
with the provisions of Item 601 of Regulation S-K:
Reg. S-K
Exhibit No. Description Item No.
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2.2 Agreement and Plan of Exchange among 2
Harbour Capital Corp., Metro Telecommunications
Services, Inc., Les Slaydon and Martin Hudock
dated October 23, 1997.
10.1 Consulting Agreement dated October 23, 1997, 10
by and between Les Slaydon and the Company.
10.2 Registration Rights Agreement dated October 23, 10
1997, by and between Les Slaydon, Martin Hudock
and the Company.
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ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
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.
HARBOUR CAPITAL CORP.
Date: November 7, 1997 By: /s/ R. Thomas Kidd
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R. Thomas Kidd, Chairman of
the Board, Chief Executive
Office and President
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EXHIBIT INDEX
Reg. S-K
Exhibit No. Description Item No.
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2.2 Agreement and Plan of Exchange among 2
Harbour Capital Corp., Metro Telecommunications
Services, Inc., Les Slaydon and Martin Hudock,
dated October 23, 1997.
10.1 Consulting Agreement dated October 23, 1997, 10
by and between Les Slaydon and the Company.
10.2 Registration Rights Agreement dated October 23, 10
1997, by and between Les Slaydon, Martin Hudock
and the Company.