SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
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: December 31, 1996
Atlantic Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-9455 13-3045713
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(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
38 South Audley Street, London, England W1Y 5DH
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 011-44171-629-7617
Little Prince Productions, Ltd.
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(Former Name or Former Address, if Change Since Last Report)
Item 2. Change in Control
Since 1994, the Patchouli Foundation ("Patchouli") has made loans to
Atlantic Industries, Inc., formerly Little Prince Productions, Ltd. (the
"Company"), to cover costs and expenses incurred in connection with various
corporate activities, including without limitation, legal, accounting and filing
fees incurred in connection with the preparation of the Company's Annual Reports
on Form 10-K for the years ended December 31, 1993, 1994 and 1995, proxy
statements and state income tax returns. Patchouli is a non-discretionary family
trust, governed by Liechtenstein law, set up for the benefit of the family of
Adrian P. Kirby, the Chairman of the Board, Chief Executive Officer and
President of the Company. Mr. Kirby may be deemed to be a beneficial owner of
such shares through the investment and voting powers which Mr. Kirby has over
such shares through his position as attorney-in-fact for the administrator of
Patchouli.
As of December 31, 1996, Patchouli had loaned to the Company $170,000
exclusive of interest (the "Patchouli Loan"). On December 31, 1996, the Board of
Directors (the "Board") unanimously authorized the issuance of 1,360,000 shares
of the Company's $.01 par value common stock (the "Common Stock" or the
"Shares") to Patchouli in payment for the Patchouli Loan and all interest
thereon. As a result of this exchange, Patchouli became the beneficial owner of
51.4% of Common Stock issued and outstanding. Prior to the exchange Patchouli
owned approximately 25% of the Common Stock issued and outstanding. Although the
Common Stock currently has no value, the Board valued the Common Stock at a
price of $.125 per share for purposes of determining the number of Shares
Patchouli would receive as payment for the Patchouli Loan. The Board believed
that the offered price of $.125 per share was fair and reasonable to the Company
and its shareholders.
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 thereunto duly authorized.
ATLANTIC INDUSTRIES, INC.
Date: January 14, 1997 By: /s/ Peter N. Chapman
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Peter N. Chapman, Director and Chief
Financial Officer