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CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 2, 1996
NORTH AMERICAN RESORTS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-26760 84-126065
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(State of Incorporation) (Commission (I.R.S Employer
File Number) Identification No.)
315 East Robinson Street
Suite 190
Orlando, Florida 32801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 841-1917
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(Former name, former address and former fiscal year, if changed
since last report.)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On September 3, 1996, North American Resorts, Inc. ("North American" or
the "Company") entered into an agreement to acquire substantially all the
assets of American Clinical Labs, Inc. ("American Clinical") in exchange for
the greater of: 41,000,000 shares of the common stock of North American, or
that number of shares of North American equivalent to 51% of the issued and
outstanding common stock of North American (the "North American Shares"). North
American intends to file a registration statement with the Securities and
Exchange Commission (the "Registration Statement") to register the North
American Shares owned by American Clinical. Upon the Registration Statement
being declared effective, American Clinical will distribute the North American
Shares to its shareholders.
In conjunction with the Agreement and Plan of Reorganization by and
between North American and American Clinical, North American has elected Max P.
Cawal and Richard Diamond to its Board of Directors, with Mr. Cawal appointed
as the new Chairman of the Board. Brian Nelson, Gary Larvison, and Holley
Rogers have resigned from the Board of Directors. Anthony Arrigoni remained a
director of the Company. North American will submit information regarding the
new directors to its shareholders as required by Section 14(f)-1 of the
Securities and Exchange Act of 1934, as amended.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 2, 1996, North American sold 100% of the stock of its
subsidiary, U.S.A. Tourist Services, Inc. ("USA") to Dreamaway Travel, Inc. for
nominal consideration. As of June 30, 1996, the liabilities of USA, $556,844
exceeded its assets, $351,996, by $204,848.
On September 3, 1996, North American entered into an agreement to acquire
substantially all the assets of American Clinical in exchange for the greater
of: 41,000,000 shares of the common stock of North American, or that number of
shares of North American equivalent to 51% of the issued and outstanding common
stock of North American. American Clinical's assets that are to be transferred
to North American consist of the following securities issued by EVRO
Corporation ("EVRO"): 130,018 shares of EVRO's common stock; 3,500 shares of
EVRO's Series E Preferred Stock; 13.44844 shares of EVRO's Series L Preferred
Stock; and promissory notes in the original principal amounts of $202,000.
North American will assume the debts, liabilities and obligations of American
Clinical of approximately $283,717. American Clinical has agreed to loan up to
$100,000 to North American prior to the closing, to be secured by assets of
North American acceptable to American Clinical. The executive officers of North
American, after the effective date of the reorganization agreement shall be:
Max P. Cawal, Chief Executive Officer; Donald R. Mastropietro, President and
Chief Financial Officer; Richard Diamond, Vice President; and Anthony Arrigoni,
Vice President.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS
(a) & (b) The Company intends to file financial statements of North American,
reflecting these transactions required by Item 7(a) and (b) as soon
as practicable.
(c) Exhibits
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2.2 Capital Stock Purchase Agreement by and between
North American and Dreamaway Travel, Inc. dated
September 2, 1996
2.3 Agreement and Plan of Reorganization by and
between North American and American Clinical,
dated September 3, 1996
99.1 North American press release dated September 18,
1996
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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: October 4, 1996
NORTH AMERICAN RESORTS, INC.
By: /s/ Donald R. Mastropietro
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Donald R. Mastropietro
Chief Financial Officer