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
July 19, 2000
Date of Report
(Date of Earliest Material Event Reported)
Bethurum Laboratories, Inc.
(Exact Name of Registrant as Specified in its Charter)
Utah 0-25167 76-0050046
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
6171 Richmond, Suite 200
Houston, Texas 77057
(Address of Principal Executive Offices)
(713) 266-8005
Registrant's Telephone Number
Item 1. Changes in Control of the Registrant.
Effective July 19, 2000, pursuant to a Securities Purchase Agreement (the
Benchmark Agreement") with Benchmark Merchant Partners, LLC ("Benchmark"),
Bethurum Laboratories, Inc., a Utah corporation ("Bethurum"), offered and sold
an aggregate of 29,500,000 shares of its "restricted securities" (common
stock) for an aggregate of $312,500, $100,000 of which was represented by a
promissory note. 12,500,000 of these shares were sold at $0.001 per share to
persons who had assisted Bethurum since the recommencement of its development
stage approximately three years ago(the "Consulting Group"); and 17,000,000 of
these shares were issued at $0.0176 per share to Benchmark, an entity believed
by Bethurum's management to be capable of assisting Bethurum in acquiring
businesses engaged in the industries encompassed by its new Business Plan. See
Item 5.
Substantially all of the funds ($312,500), net of offering expenses, will
be expended for payment of services and outstanding liabilities, past and
present, and current legal and accounting expenses of Bethurum.
In addition, the Benchmark Agreement provided that: (i) all 17,000,000
shares issued to Benchmark would be pledged to secure payment of the $100,000
promissory note of Benchmark that was executed and delivered to Bethurum as
partial payment of the purchase price of the 17,000,000 shares, and which
promissory note is due and payable on the earlier of the completion of an
Agreement and Plan of Reorganization (the "Acquisition Agreement") with a
wireless telecommunications network company serving developing foreign markets
with strong growth potential and limited competition that has annual revenues
of no less than $50,000,000 USD, earnings before interest, taxes, depreciation
and amortization of no less than $12,500,000 USD and stockholders' equity of
not less than $10,000,000 USD (the "Suitable Reorganization Candidate"); (ii)
if the Acquisition Agreement is not completed by December 31, 2000, the
17,000,000 shares issued to Benchmark shall be canceled to Bethurum's
treasury, the promissory note will be canceled and Bethurum will pay Benchmark
the sum of $75,000, retaining the $125,000 balance of the purchase price of
the 17,000,000 shares as liquidated damages; (iii) all 29,500,000 shares
issued were accorded "registration rights" providing for the filing of a
registration statement covering such securities and all securities heretofore
issued by Bethurum during any period when it may have been deemed to have been
a "shell" company within 45 days of the completion of the Acquisition
Agreement; (iv) Bethurum's 33,000,000 post-Benchmark Agreement outstanding
shares be reverse split on a basis of one for 10, while retaining the present
par value and authorized shares, with appropriate adjustments in the capital
accounts of Bethurum; (v) the issuance of an additional 35,500,000 post-split
shares of Bethurum's "restricted securities" (common stock) for the
acquisition of the Suitable Reorganization Candidate, related financing and
compensatory options for management and others; and (vi) the change of
domicile of Bethurum to the British Virgin Islands, prior to the completion of
the Acquisition Agreement.
Bethurum has no written agreement or other understanding or arrangement
with any Suitable Reorganization Candidate, and the completion of the
Acquisition Agreement is conditioned upon the finding of a Suitable
Reorganization Candidate that satisfies the conditions outlined above and the
Acquisition Agreement prior to December 31, 2000. No assurance can be given
that any Acquisition Agreement or other agreement with any Suitable
Reorganization Candidate will be completed.
A copy of the Benchmark Agreement, together with exhibits, is attached
hereto and incorporated herein by reference. See Item 7.
Following the completion of the Benchmark Agreement, Benchmark owned
51.5% of the outstanding voting securities of Bethurum. These securities were
acquired from working capital of Benchmark.
The former controlling stockholders of Bethurum, who still serve as
directors and executive officers of Bethurum, are: William A. Silvey, Jr.,
President and Director, 1,313,000 shares or 37.43% as of December 31, 1999,
and presently, 3,813,000 shares or 11.5% (2,000,000 shares were acquired for
$0.001 per share by Mr. Silvey as part of the Consulting Groups' 12,500,000
shares); and W. Scott Thompson, Secretary and Director, 194,000 shares or
5.43% as of December 31, 1999, and presently, 2,194,000 shares or 6.6%
(2,000,000 shares were acquired for $0.001 per share by Mr. Thompson as part
of the Consulting Groups' 12,500,000 shares).
Item 5. Other Events.
On June 15, 2000, the Board of Directors of Bethurum adopted a Business
Plan providing for Bethurum to develop and market wireless telecommunications
networks in the developing markets in third world countries and to raise the
necessary capital to engage in this industry.
Effective August 14, 2000, Bethurum's 33,000,000 post-Benchmark Agreement
outstanding shares will be reverse split on a basis of one for 10, while
retaining the present par value and authorized shares, with appropriate
adjustments in the capital accounts of Bethurum, resulting in there then being
3,300,000 outstanding shares.
Item 7. Financial Statements and Exhibits.
(a) Audited financial statements
Audited financial statements have not been included because the
transactions reported did not require the filing of audited financial
statements.
(b) Pro Forma Financial Information.
Pro Forma financial statements have not been included because the
transactions reported did not require the filing of pro forma financial
statements.
(c) Exhibits.
99.1 Securities Purchase Agreement
99.2 Promissory Note and Pledge
99.3 Registration Rights regarding Benchmark
99.4 Registration Rights regarding Consulting Group and shares issued
while Bethurum may have been deemed to have been a "shell"
company.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
BETHURUM LABORATORIES, INC.
Date: 8/7/00 By:/s/William A. Silvey, Jr.
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William A. Silvey, Jr.
President and Director
Date: 8/7/00 By:/s/W. Scott Thompson
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W. Scott Thompson
Secretary and Director