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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 2, 2001
PRIVATE CAPITAL INVESTORS, INC.
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(Exact Name of Registrant as Specified in Charter)
FLORIDA 000-31691 65-1036706
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
511 NE 94TH STREET, MIAMI SHORES, FLORIDA 33138
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 305-758-3738
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ITEM 5. OTHER EVENTS.
On May 2, 2001, Private Capital Investors, Inc. (the "Company") and Zim
Technologies International, Inc. ("ZTI") entered into a letter of intent
regarding the Company's proposed acquisition of ZTI.
ZTI is a privately held developer of leading edge mobile applications
based in Ottawa, Ontario.
The parties intend to structure the acquisition as a share exchange, in
which each outstanding share in ZTI will be exchanged for one share of the
common stock of the Company. The letter of intent provides that the shareholders
of ZTI will receive approximately 96% of the shares in the Company outstanding
after the completion of the acquisition. The current shareholders of the Company
will retain the remaining 4%. Additionally, all of ZTI's outstanding stock
options will be exchanged for options to purchase shares of the common stock of
the Company.
The parties anticipate the proposed acquisition and related
transactions will involve the following principal steps:
- The Company will effect a stock split of approximately 1.535 to 1 to
increase the Company's outstanding common stock from 1,000,000 shares to
1,535,455 shares.
- The Company will change its name to one selected by ZTI. The Company
will use its best efforts to complete the name change as soon as possible, but
in no event later than the closing of the acquisition of ZTI.
- Global Intermatch Corp., one of the Company's principal shareholders,
will distribute 89,000 of its shares of common stock of the Company to its
shareholders. The Company will register the distribution of the shares by Global
under the Securities Act of 1933, as amended (the "Securities Act").
- Prior to the consummation of the acquisition, the Company will file
articles of continuance under the Canadian Business Corporation Act (the
"CBCA"). The Company will register the continuance under the Securities Act.
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- After the continuance of the Company under the CBCA, the Company will
acquire all of the outstanding shares of ZTI in a share exchange pursuant to an
offer to acquire all shares of ZTI (a "takeover bid" under the CBCA). The
Company will register the issuance of its shares of common stock to the ZTI
shareholders under the Securities Act.
- After a sufficient number of shares of common stock of the Company
are resold in the public market, the Company will seek to have its outstanding
shares listed on AMEX.
The parties expect that the acquisition agreement will contain
customary terms and conditions, including representations and warranties,
registration rights, resale restrictions and conditions to closing.
The letter of intent provides that until June 2, 2001, neither ZTI nor
the Company will enter into any agreement for, or consummate, any merger,
consolidation, amalgamation, share exchange or similar transaction; sell all or
substantially all of their assets; or issue shares to one or more third parties
in a transaction which could result in a change of control of the Company or
ZTI, as applicable. Additionally, none of ZTI and the officers and directors of
ZTI, on the one hand, and the Company and the officers and directors of the
Company, on the other hand, shall enter into negotiations, solicit, encourage or
respond to offers for any such transaction, except for the negotiations related
to the consummation of the transactions contemplated by the letter of intent.
In the event that the parties do not execute a definitive acquisition
agreement by June 2, 2001, the letter of intent will terminate.
A copy of the letter of intent between the Company and ZTI is attached
as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release
issued by the Company concerning this transaction is filed as Exhibit 99.2 to
this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 99.1 Letter dated May 2, 2001 by and between the
Company and ZTI
Exhibit 99.2 Press Release of the Company dated May 17,
2001
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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.
Date: May 17, 2001
PRIVATE CAPITAL INVESTORS, INC.
By:/s/ STUART D. COOPER
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Stuart D. Cooper, President
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