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 2, 2001
PANAGRA INTERNATIONAL CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 0-30183 13-4025362
------------ ------------ --------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of ID Number)
incorporation or
organization)
515 Madison Avenue, New York, NY 10022
--------------------------------------
(Address of principal executive offices)
(212) 829-0905
--------------
(Registrant's Telephone Number)
Item 1. Change in Control of Registrant.
On April 2, 2001, Ronald C. H. Lui, a British National overseas who is
a resident of Greenwich, Connecticut, acquired 2,195,878 shares of the common
stock of PanAgra International Corp. (the "Company") from Elie Saltoun and the
following affiliates of Mr. Saltoun: Pacific Growth Investments Ltd., First
Pacific Capital Ltd. and First Pacific Co. The acquired shares constitute 60.99%
of the issued and outstanding common stock of the Company and therefore
represent a controlling interest in the Company. The aggregate purchase price
for the acquired shares was $180,000 paid in cash at the closing of the
transaction. Mr. Lui used personal funds to pay the purchase price.
In connection with Mr. Lui's acquisition of a controlling interest in
the Company, the number of members constituting the entire board of directors of
the Company was increased to three, Dalia Kaplan resigned from the Board of
Directors and from all offices that she holds with the Company, and Mr. Saltoun
resigned as President of the Company and from all other offices that he held,
but he remains as a director of the Company. Mr. Lui was appointed to the Board
of Directors of the Company to fill one of the vacancies resulting from the
increase in the size of the board and Ms. Kaplan's resignation. Mr. Lui was also
appointed President of the Company. An additional director will be appointed by
the board in accordance with the bylaws of the Company at a later date.
Also in connection with Mr. Lui's acquisition of a controlling interest
in the Company, First Pacific Capital Ltd. ("First Pacific"), an entity
controlled by Mr. Saltoun, entered into an eighteen month consulting agreement
with the Company pursuant to which Mr. Saltoun will perform consulting services
for the Company. In consideration for such consulting services, the Company
granted to First Pacific a three year warrant to purchase 500,000 shares of the
Company's common stock at an exercise price of $0.20 per share. The warrant
vests in equal monthly increments over one year so long as First Pacific does
not terminate its consulting relationship with the Company. The warrant becomes
automatically vested on an accelerated basis if the Company terminates the
consulting relationship with First Pacific. The warrant contains a cashless
exercise feature.
[Signature page follows]
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 4, 2001
PanAgra International Corp.
By: /s/ Ronald C.H. Lui
---------------------------
Ronald C. H. Lui, President