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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 (DATE OF EARLIEST EVENT REPORTED): APRIL 12, 1999
ARGENT CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 0-20702 88-0383765
(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
1801 WEST END AVENUE, SUITE 1110, NASHVILLE, TN 37203
(Address of principal executive offices)
Registrant's telephone number, including area code: (615) 345-6200
101 MAIN STREET, 3RD FLOOR, HUNTINGTON BEACH, CA 92648
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
None
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 12, 1999, the Company acquired NetVoucher, Inc. ("NetVoucher")
following negotiations and planning which had been ongoing for some months.
NetVoucher was an Alabama corporation engaged in the development of internet
commerce software and merchandising programs. NetVoucher was acquired through a
merger of NetVoucher with and into Argent Security Corporation ("ASC"), a
previously inactive, wholly-owned Nevada subsidiary of the Company. Although ASC
was the surviving corporation in the merger, it will continue business under the
name NetVoucher, Inc. The transaction was consummated pursuant to a Stock
Purchase Agreement, dated March 12, 1999, entered into by the Company, Optimize,
Inc., a major shareholder of NetVoucher, and the other shareholders of
NetVoucher (the "NetVoucher Agreement"). The NetVoucher Agreement contained
representations, warranties, conditions and covenants of the parties typical for
transactions of this type.
In consideration for all of the shares of NetVoucher, the shareholders
of NetVoucher received on the closing date, pro rata (i) 2,000,000 newly-issued,
unregistered common shares of the Company, (ii) ten-year options to purchase up
to 1,000,000 additional shares of the Company at an exercise price of $.25 per
share, and
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(iii) ten-year options to purchase up to 1,000,000 shares of the Company at an
exercise price of $25.00 per share. Additionally, as part of the consideration
for the purchase, the following individuals received the following numbers of
additional stock options to purchase common shares of the Company at $.25 per
share, at any time or from time to time for ten years following the closing
date: James L. Thompson II , 450,000 options; P. Micheal Davidson, 450,000
options; Daniel Davidson; 50,000 options; Mark E. Hoffman, 50,000 options.
The number of all of the foregoing options issued in connection with
the transaction, and their exercise price per share, is subject to appropriate
adjustment in the event of any stock split, stock dividend or similar adjustment
of the capital stock of the Company.
As further consideration, within 60 days following the second
anniversary of the closing date, the Company will pay, pro rata to the former
Class A shareholders of NetVoucher, consideration in the amount of 30% of the
value of NetVoucher at that time, as determined by a business valuation expert
to be mutually agreed upon. At the option of the Company, this consideration may
be all cash, or a combination of cash and stock composed of at least 50% cash.
In the event that the Company sells NetVoucher before the second anniversary of
the closing date, it must pay the former Class A shareholders of NetVoucher 30%
of the gross proceeds of such sale.
In connection with the acquisition, the Company also executed a
Management Information Systems Contract with Optimize, Inc., providing for
Optimize, Inc. to render continuing systems development, support and integration
to NetVoucher over at least a three-year period, and to receive 10% of all gross
revenues derived by NetVoucher over a ten year period from use of the NetVoucher
internet advertising and marketing system.
The NetVoucher Agreement further requires the Company to file a
registration statement with the Securities and Exchange Commission with respect
to the 2,000,000 shares issued in connection with the purchase of NetVoucher,
as soon as practicable after the closing date, provided, however, that such
registration is in conjunction with a public offering of newly-issued common
stock or other securities and that other holders of unregistered securities are
also permitted to register their securities at such time. Two former senior
officers and directors of NetVoucher, or persons nominated by them and
acceptable to the Company, are expected to be appointed to the Board of
Directors of the Company.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING PUBLIC ACCOUNTANT
Not applicable.
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ITEM 5. OTHER EVENTS.
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The financial statements of NetVoucher and pro-forma financial
statements of NetVoucher and the Company are omitted in accordance with
paragraph (a)(4) of this Item. The Company intends to include said financial
statements in an amendment to this Form 8-K pursuant to the Securities
Exchange Act of 1934, to be made within 60 days from the date of this filing.
The Company intends to file a copy of the NetVoucher Agreement as an
exhibit to its next quarterly report on Form 10-QSB.
ITEM 8. CHANGE IN FISCAL YEAR
None
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
None
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: April 28, 1999 REGISTRANT:
ARGENT CAPITAL CORPORATION
BY: /S/ ROY L. PAINTER
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ROY L. PAINTER
CHIEF OPERATING OFFICER
CHIEF FINANCIAL OFFICER