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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: JUNE 27, 1996
LOGAN INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
WASHINGTON
(State of Incorporation)
0-26354 91-1636980
(Commission File Number) (I.R.S. Employer Identification No.)
400 BURRARD STREET, SUITE 1250, VANCOUVER, B.C., V6C 3A6
(Address of principal executive offices, including postal code)
(604) 683-5767
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On July 8, 1996, Arbatax International Inc. ("Arbatax") filed a Schedule 13D
with the Securities and Exchange Commission disclosing that on June 27, 1996 it
had acquired 2,384,029 shares in the common stock of Logan International Corp.
(the "Company"), in consideration of the sum of $0.54 per share or $1,287,386
in total. The purchase price was paid out of Arbatax's cash reserves. Of the
foregoing shares, Arbatax acquired 2,087,380 shares of the Company from MedNet
International Ltd. ("MNT") and the balance from various parties. In addition,
1,076,813 warrants previously held by MNT to acquire additional shares in the
common stock of the Company at a price of $1.393 per share up to August 29, 1999
were cancelled without consideration.
Prior to the foregoing acquisitions, Arbatax owned 916,666 shares of the
Company. As a result of the foregoing transactions, Arbatax now owns 3,300,695
shares of the Company being approximately 49% of the issued and outstanding
shares of common stock of the Company. M.J. Smith and J.S.H. Lee, officers and
directors of the Company, are also officers and directors of Arbatax.
ITEM 5. OTHER EVENTS.
The Company entered into an agreement (the "Agreement") with CVD Financial
Corporation ("CVD") dated for reference June 20, 1996 whereby the Company
agreed to create and issue and CVD, or a wholly-owned subsidiary, subscribed
for $6 million of preferred shares in the common stock of the Company (the
"Logan Preferred Stock"), subject to certain conditions which were satisfied on
June 27, 1996. The Logan Preferred Stock provide for, among other things: (i)
a cumulative dividend of 5% per annum; (ii) interest on accrued and unpaid
dividends; (iii) redemption by the Company at any time and from time to time;
(iv) an issue price of $100 per share; (v) one vote per share; and (vi) a 10%
premium on the amount paid-up thereon on redemption, liquidation, dissolution
or winding-up.
M.J. Smith and J.S.H. Lee, officers and directors of the Company, are also
officers and directors of CVD. The terms of the Agreement were approved by the
disinterested directors of CVD and the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Description
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2.0 Subscription Agreement between Logan International
Corp. and CVD Financial Corporation dated for reference
June 20, 1996
4.0 Articles of Amendment to Articles of Incorporation of
Logan International Corp.
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, thereunto duly authorized.
LOGAN INTERNATIONAL CORP.
By: /s/ Michael J. Smith
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Michael J. Smith, Chief Financial
Officer and Director
Date: July 10, 1996
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EXHIBIT INDEX
Exhibit
Number Description
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2.0 Subscription Agreement between Logan Financial Corp. and CVD
Financial Corporation dated for reference June 20, 1996
4.0 Articles of Amendment to Articles of Incorporation of
Logan Financial Corporation
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