FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
January 1, 1997
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Date of Report (Date of earliest event reported)
ILX Incorporated
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(Exact name of Registrant as specified in its charter)
ARIZONA
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(State or other
jurisdiction of
incorporation)
33-16122 86-0564171
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(Commission File (I.R.S. Employer
Number) Identification No.)
2111 E. Highland, Suite 210, Phoenix, AZ 85016
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(Address of principal executive offices) (Zip Code)
(602) 957-2777
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Registrant's telephone number, including area code
Item 5. Other Events.
Effective June 2, 1995, ILX Incorporated ("ILX") entered into
Consulting Agreements with Investor Resource Services, Inc., a Florida
corporation, ("IRC") and Universal Solutions, Inc., a Colorado corporation,
("Universal") pursuant to which IRC and Universal agreed to provide certain
investor relations, broker relations and public relations services to ILX. The
Consulting Agreements are Exhibits to ILX's Form S-2 Registration Statement No.
33-61477. Under the terms of the Consulting Agreements, as amended in the
related Option Agreements (which are attached as Exhibits to ILX's Form S-3
Registration Statement No. 333-03151), each of IRC and Universal received from
ILX a total of 50,000 shares of ILX Common Stock (the "Shares") plus options to
purchase an additional 250,000 shares of ILX Common Stock at $1.25 per share
(the "Option Shares"). ILX agreed that the Shares and the Option Shares may be
registered pursuant to the terms of the Consulting Agreements.
The term of the Option Agreements originally was to terminate 30 days
after the effective date of any registration described under section 7(b) of the
Consulting Agreements (a "Registration") or June 1, 1997, whichever occurred
first. Pursuant to a letter agreement dated June 10, 1996 (the "Letter
Agreement"), a copy of which was attached as Exhibit A to ILX's Current Report
dated June 14, 1996 on Form 8-K, ILX agreed to extend the term of the Option
Agreements so that those Option Agreements would terminate 90 days after the
effective date of any such Registration or June 1, 1997, whichever occurs
earlier. In consideration for the extension, IRC and Universal agreed to, and
did, exercise options for 100,000 of the Option Shares at a price of $1.25 per
Option Share. Pursuant to a letter agreement dated August 5, 1996 (the "Second
Letter Agreement"), a copy of which is attached as Exhibit 10 to ILX's Current
Report dated August 12, 1996 on Form 8-K, ILX agreed to extend the term of the
Option Agreements so that those Option Agreements would terminate 120 days after
the effective date of any such Registration or June 1, 1997, whichever occurs
earlier. In consideration for the extension, IRC and Universal agreed to, and
did, exercise, collectively, options for 100,000 of the Option Shares at a price
of $1.25 per Option Share. Thereafter, Universal exercised options for 50,000 of
the Option Shares at a price of $1.25 per Option Share. Because ILX filed a
Registration effective May 17, 1996, pursuant to their terms as amended by the
Letter Agreement and the Second Letter Agreement, the Option Agreements
terminated on September 14, 1996.
Effective January 1, 1997, ILX and IRC entered into a new Consulting
Agreement pursuant to which IRC agreed to provide certain investor relations,
broker relations and public relations services to ILX (the "New Consulting
Agreement"). The New Consulting Agreement is attached hereto as Exhibit 10.
Under the terms of the New Consulting Agreement, IRC received new options to
purchase 350,000 shares of ILX Common Stock at $1.25 per share (the "New Option
Shares"). Further, pursuant to the terms of the New Consulting Agreement, ILX
has agreed to allow IRC to exercise unexercised options to purchase 150,000 of
the Option Shares. The options granted in the New Consulting Agreement with
respect to the New Option Shares and the extended options for the Option Shares
expire on June 30, 1997.
The above descriptions of the Consulting Agreements, the Option
Agreements, the Letter Agreement, the Second Letter Agreement and the New
Consulting Agreement are qualified in their entirety by reference to the
Consulting Agreements, the Option Agreements, the Letter Agreement, the Second
Letter Agreement and the New Consulting Agreement.
Item 7. Financial Statements and Exhibits.
The Exhibits required by Item 601 of Regulation S-K have been supplied
as follows:
Exhibit
Numbers Description of Exhibit Page No.
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10 Consulting Agreement 4
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.
ILX Incorporated,
an Arizona corporation
/s/ Nancy J. Stone
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Nancy J. Stone
President
Date: January 13, 1997