U.S. 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): June 4, 2001 (May 29, 2001)
ONE CLASS SYNERGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-13858 86-0214815
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(Commission File No.) (IRS Employer
Identification No.)
4400 US Highway 9
Freehold, N.J. 07728
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (732) 625-0770
Item 2. Acquisition and Disposition of Assets.
Effective May 29, 2001, OneClass Synergy Corp. (the "Company") entered into
a letter of intent with American Boardsports Company, Inc. ("ABCI"), a privately
held California corporation, whereby the Company has agreed in principle to
acquire all of the issued and outstanding shares of ABCI, in exchange for
issuance by the Company of previously unissued "restricted" common stock. The
relevant terms of the proposed transaction require the Company to undertake a
reverse split of its issued and outstanding common stock, whereby one (1) share
of common stock shall be issued for every fifty (50) share presently outstanding
and thereafter, issue to the ABCI shareholders and certain finders, an aggregate
of 6,800,000 "restricted" common shares, representing approximately 95% of the
Company's then outstanding common stock, in exchange for all of the issued and
outstanding shares of ABCI. A copy of the applicable letter of intent is
attached hereto and incorporated herein as Exhibit 10.4.
The terms and conditions contained in the letter of intent and the proposed
share exchange is subject to satisfaction of various conditions, including
completion of due diligence activities, the approval of the transaction by the
ABCI shareholders, the approval of the proposed transaction by the shareholders
of the Company and ABCI successfully consummating a convertible debt financing
of up to $1,000,000, in order to clear title to its Canadian plant. If the
proposed transaction with ABCI is consummated, some of the present officers and
directors of the Company are expected to resign their respective positions with
the Company, to be replaced by certain members of the present management of
ABCI. If these conditions are met, it is expected that the proposed transaction
with ABCI will close on or before June 30, 2001. However, there are no
assurances that the proposed transaction will close on or before the aforesaid
date, or that any unforeseen delay will occur, or that the proposed transaction
will be successfully consummated at all.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.4 Letter of Intent between the Company and ABCI.
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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.
ONECLASS SYNERGY CORPORATION
By:s\ Henry Val
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Henry Val, President
Dated: June 4, 2001
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EXHIBIT 10.4
- ------------ ONECLASS SYNERGY CORP.
4400 US Highway Route 9
South Freehold, New Jersey 07728
May 24, 2001
VIA TELEFAX
Mr. Tom Carter, President
American Boardsports Company, Inc.
1770 Kettner Boulevard
San Diego, CA. 92001
Re: Proposed Share Exchange Agreement between OneClass
Synergy Corp. and AmericanBoardsports Company, Inc.
Dear Mr. Carter:
The following will confirm the substance of our recent discussions
concerning the proposed Share Exchange Agreement (the "Agreement") between
OneClass Synergy Corp., a Delaware corporation( "ONCL") and AmericanBoardsports
Company, Inc., a California corporation ("ABCI"). The objective of our
discussions has been the execution and consummation of applicable, formal
Agreement(s) between ONCL and ABCI which, among other things, would provide for
the various matters set forth below.
1. Plan of Merger and Reorganization of the Companies. The board of
directors of ONCL and ABCI have completed an initial evaluation of the business
plan, financial statements and other relevant corporate documents of the other
and have concluded that a merger of ABCI and ONCL, whereby ONCL would issue
shares of its common stock equal to ownership of approximately 82.5% of its
outstanding shares, in exchange for 100% of the then outstanding securities of
ABCI, would be in the best interest of both companies. It is the intent of the
parties hereto that the proposed merger of ABCI and ONCL be effected as a
tax-free reverse merger pursuant to Section 368 of the Internal Revenue Code of
1986, as amended.
2. Terms of Merger.
(A) ONCL Capitalization. ONCL's total authorized capital stock consists of
50,000,000 shares of Common Stock, $0.0001 par value per share and 10,000,000
shares of Preferred Stock, $0.001 par value per share. As of the date hereof
there are 17,236,411 common shares of ONCL issued and outstanding. There are no
preferred
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shares issued or outstanding. Prior to Closing, as defined hereinbelow, the
Board of Directors of ONCL shall submit for the approval of a majority of the
holders of ONCL's common stock, a reverse split of the ONCL issued and
outstanding common stock in order to establish the number of issued and
outstanding common shares of ONCL at Closing to be no more than 350,000 shares.
(B) ABCI Capitalization. ABCI's total authorized capital consists of
20,000,000 Common Shares, no par value per share. As of the date of Closing, as
defined hereinbelow, there will be no more than 6,000,000 Common Shares issued
and outstanding, including but not limited 800,000 common shares reserved for
issuance pursuant to outstanding convertible notes in an aggregate amount of
approximately $1.2 million.
(C) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of ONCL will call a special
meeting of the ONCL shareholders or otherwise obtain the consent of a
majority of the ONCL issued and outstanding common stock, for the purposes
of: (a) ratifying the transaction proposed herein; (b) amending the ONCL
Articles of Incorporation, to change the name of ONCL to "ABCI Holdings,
Inc.", or such other name as may be available and acceptable to the present
ABCI Board of Directors; (c) providing applicable dissenter's rights
afforded to the ONCL Shareholders pursuant to the laws of the State of
Delaware; and (d) undertaking any additional amendments to the ONCL
Articles of Incorporation reasonably requested by the ABCI Board of
Directors and acceptable to the ONCL Board of Directors.
(ii) Prior to Closing, the Board of Directors of ABCI will (a) call a
special meeting of the ABCI shareholders, or otherwise obtain the necessary
consent for the purposes of ratifying the transaction proposed herein,
including providing applicable dissenter's rights afforded to the ABCI
Shareholders pursuant to the laws of the State of California; and (b) take
all additional action necessary to cause the intent of this letter to be
adopted and ratified.
(D) Exchange. Subject to the approval of the terms and conditions contained
herein by the ONCL and ABCI shareholders and, if deemed necessary by legal
counsel to the parties hereto, the issuance of an order of effectiveness to the
ONCL registration statement to be filed with the SEC (the "ONCL Registration
Statement"), or alternatively, the issuance of an applicable order from the
California Corporation Commission, in order to allow ONCL to issue the relevant
shares to the ABCI shareholders (hereinafter the "Closing Date"), the
shareholders of ABCI shall exchange their respective shares in ABCI for shares
of common stock of ONCL, with ONCL emerging as the parent company and ABCI as a
wholly owned subsidiary of ONCL, by the ABCI shareholders exchanging all of the
issued and outstanding ABCI Stock owned by them for 5,900,000 Common Shares of
ONCL.
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3. Financial Condition of ONCL. Except as provided herein, as of the
Closing Date, ONCL's balance sheet will be consistent with its balance sheet
contained in its Form 10-QSB for the three month period ended March 31, 2001.
4. Financial Condition of ABCI. ABCI hereby represents and warrants that
its unaudited financial statements for the fiscal year ended December 31, 2000,
as provided to ONCL by ABCI present fairly as of their date the financial
condition of ABCI. At Closing, ABCI shall have clear title to all of its assets,
including but not limited to its Canadian factory.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed herein shall take
place as soon as practical after the ONCL Registration Statement is deemed
effective by the SEC and the respective shareholders of ONCL and ABCI approve
the terms included herein. The Closing shall take place in a mutually agreeable
location. At the discretion of the parties hereto, Closing may also occur via
telephonic means.
(B) To Be Provided by ABCI. At Closing, or as soon thereafter as possible,
but in no event later than 30 days after the execution date of an applicable
Share Exchange Agreement between the parties hereto, ABCI shall provide to the
present Board of Directors of ONCL the following:
(i) a financial audit of it's books through its most recent fiscal year end
and unaudited financial statements dated as of the most practical date
thereto, which shall be prepared in accordance with Generally Accepted
Accounting Principles and which audit will be provided by an independent,
SEC Certified Public Accountant and such audit shall demonstrate balance
sheet information consistent with the financial information provided to
ONCL by ABCI prior to the filing of the ONCL Registration Statement; and
ii) a "lock-up/leak-out" agreement in a form acceptable to counsel to ONCL,
duly executed by each ABCI shareholder, acknowledging that each such
shareholder is exchanging their respective securities of ABCI for their pro
rata applicable number of ONCL common shares and that such shares to be
acquired by each ABCI shareholder shall be subject to such agreement.
(C) Non-Delivery. Failure by ABCI to provide those items described
hereinabove, or failure of said audit to confirm the financial condition of ABCI
as represented herein, shall render this proposed transaction voidable at the
discretion of the present Board of Directors of ONCL. For purposes herein, any
deviation in excess of 10% shall be construed as conforming with the financial
condition of ABCI represented herein.
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(D) Representations of ONCL. ONCL hereby represents that, as of the Closing
date, it shall be current in all filings required to be tendered to the
Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange
Act of 1934, as amended, including but not limited to, filings on Forms 10-K,
10-KSB, 10-Q and/or 10- QSB.
(E) Timing. It is hereby acknowledged by the parties hereto that time is of
the essence herein and each party hereby undertakes to complete its obligations
and conclude the Exchange as soon as possible.
6. Confidentiality. Upon the signing of this Letter of Intent, ONCL and
ABCI will provide to each other full access to their books and records and will
furnish financial and operating data and such other information with respect to
their business and assets as may reasonably be requested from time to time. If
the proposed transaction is not consummated, all parties shall keep confidential
any information (unless ascertainable from public filings or published
information), obtained concerning the other's operations, assets and business.
7. Finders Fees. It is hereby acknowledged that ABCI is obligated to the
OCS Advisory Group Partnership ("OCS") for payment of a finder's fee, as well as
for purposes of OCS providing investor relation services and public relations
services to ONCL upon closing of the Agreement. In this regard, at Closing, ONCL
will enter into a Consulting Agreement with OCS for OCS top provide the
aforesaid services. In consideration therefore, ONCL shall issue to OCS an
aggregate of 900,000 shares of its common stock at Closing. As a further
condition to Closing, each party shall warrant in such Closing documents that
such finders fees have been paid and further, shall indemnify and hold harmless
the other party from such obligation.
8. Counterparts Facsimile Execution. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile machine
or telecopier is to be treated as an original document. The signature of any
party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At the request
of any party, a facsimile or telecopy document is to be re-executed in original
form by the parties who executed the facsimile or telecopy document. No party
may raise the use of a facsimile machine or telecopier machine as a defense to
the enforcement of the Agreement or any amendment or other document executed in
compliance with this Section.
9. Jurisdiction. It is the intention of the parties that the laws of the
State of California govern the determination of the validity of this Agreement,
the construction of its terms and the interpretation of the rights and duties of
the parties.
10. Notices. Any notice relevant herein shall be deemed to have been
sufficiently
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served for all purposes if delivered personally to the party to whom the same is
directed, or, if sent, by deposit with the United States mail, certified mail,
return receipt requested postage prepaid, at such party's address listed
hereinabove, or to such other address as shall be furnished in writing by any
party to the other. any such notice shall be deemed to be given three (3) days
after deposited in the U.S. mail.
11. Further Action. Each party shall execute and deliver such papers,
documents and instruments, and perform such acts as are necessary or appropriate
to implement the terms hereof and the intent of the parties hereto.
12. Amendments. This Agreement may only be amended by the mutual consent of
all the parties hereto which Amendment shall be in writing, duly executed by the
parties.
It is expressly understood and agreed that the foregoing represents merely an
expression of our mutual intent at this time and should in no way be considered
or construed to be an agreement or an agreement to agree and the definitive
terms of the relationship between the parties hereto shall be evidenced by the
signed Agreement and such related documents as shall be mutually acceptable to
the Board of Directors and shareholder of ONCL, ABCI and their respective
counsel.
If the foregoing accurately reflects your understanding of the terms and
conditions of our agreement please so indicate by signing below as designated.
Yours truly,
ONECLASS SYNERGY CORPORATION
By: s/ Henry Val
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Henry Val, President
APPROVED AND ACCEPTED this 29th day of May, 2001.
AMERICANBOARDSPORTS COMPANY, INC.
By: s/ Thomas Carter
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Thomas Carter, President
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