SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 24, 2001
BEDFORD HOLDINGS, INC.
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(Exact name of Registrant as specified in its charter)
New Jersey 000-25561 13-3901466
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
300 Blaisedell Road, Orangeburg, New York 10962
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (845) 398-1844
NA
(Former name or former address, if changed since last report)
Item 2: Acquisition or Disposition of Assets.
On May 24, 2001, the Company purchased all outstanding membership units of
ItradeCurrency.Com, LLC, a privately held limited liability company which acts
as a broker and dealer in foreign exchange transactions in "over the counter"
spot foreign currency transactions. In addition to brokerage transactions,
ItradeCurrency.Com, acts as a counterparty to customers who are not eligible
contract participants as defined in the Commodities Exchange Act, as amended.
Under recent amendments to the Commodities Exchange Act, those acting as
counterparties to customers who are not eligible contract participants cease to
be exempt from regulation by the Commodities Futures Trading Corporation if they
are not affiliated with regulated financial institutions or associated persons
of a broker-dealer that is subject to regulation under the Securities Exchange
Act of 1934 ("Exchange Act") . The Company believes that following the
transaction Itrade will continue to be exempt from CFTC regulation, as it will
be an associated person of Allen & Pierce securities, a subsidiary of the
Company and a broker subject to regulation under the Exchange Act.
The Company acquired these membership interests from two individual members of
Itrade. The number of shares ultimately to be issued to the Itrade members in
exchange for the Itrade membership units is to be determined at the end of the
twelfth calendar month after the closing. Initially, the number is one million.
If revenues of Itrade during the 12 months following closing have exceeded $2
million, then the number of Bedford Shares so issued will be increased to 1.5
million. If at that time the revenues of Itrade during the 12 months following
closing have been less than $200,000, then the number of Bedford Shares so
issued will be reduced to 100,000.
As part of the exchange Agreement, the Company agreed to appoint one designee of
the former Itrade members to its Board of Directors.
Itrade's assets consist primarily of approximately $7 million in deposits with
its clearing broker and marketable securities, which are offset by deposits
payable to Itrade's customers. In addition, assets include a trademark and
computer hardware and software used in Itrade's brokerage and trading
operations.
Following the acquisition Itrade will move its headquarters to the Company's
corporate officers and Itrade will continue to be managed by one or both of its
previous members on a substantially autonomous basis, but subject to supervision
by the Company in accordance with the requirements of the Exchange Act. The
parties anticipate that a substantial amount of the profits of Itrade will be
paid out to its managers as incentive compensation, with the revenues retained
by the Company representing compensation for the facilities in the Company will
be providing to Itrade and for the Company's supervisory activities. In the
event that the Company undergoes a change in control, and in certain other
events, the principals of Itrade will be entitled to repurchase the membership
units by surrendering the consideration paid to them by the Company for those
units.
Item 7. Financial Statements and Exhibits.
The required financial statements and pro forma financial statements are to be
filed within 60 days from the date of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, hereunto duly authorized.
BEDFORD HOLDINGS, INC.
By:/s/ Leon Zapoll
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Leon Zapoll, Chairman, President
Dated: June 10, 2001
Exhibits
2 Exchange Agreement dated as of May 24, 2001.