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: May 2, 1997
ICHI-BON INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation)
0-25388 84-1156459
(Commission File No.) (IRS Employer
Identification No.)
3222 S. Vance, Suite 100
Lakewood, Colorado 80227
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 988-1441
Item 2. Acquisition and Disposition of Assets.
Effective April 30, 1997, Ichi-Bon Investment Corporation (the "Company")
entered into a letter of intent with Detour, Inc. ("Detour"), a privately
held California corporation, whereby the Company has agreed in principle to
acquire all of the issued and outstanding shares of Detour in exchange for
issuance by the Company of previously unissued "restricted" common stock. The
relevant terms of the proposed transaction require the Company to issue to
the Detour shareholders an aggregate of 4,500,000 "restricted" common shares,
representing approximately 90% of the Company's then outstanding common
stock, in exchange for all of the issued and outstanding shares of Detour.
The proposed share exchange is subject to satisfaction of certain
conditions, including completion of due diligence activities, the approval of
the transaction by all of the shareholders of Detour and the Company and the
filing of the Company's Definitive Proxy Statement. If the proposed
transaction with Detour is consummated, the present officers and directors of
the Company are expected to resign their respective positions with the
Company, to be replaced by the present management of Detour, or their designees.
A copy of the letter of intent between the Company and Detour is attached hereto
as Exhibit 2.0 and incorporated herein as if set forth.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.0 Letter of Intent between the Company and Detour, Inc.
2
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.
ICHI-BON INVESTMENT CORPORATION
By:/s/ Cheryl Okizaki
Cheryl Okizaki,
President
Dated: May 2, 1997.
3
ICHI-BON INVESTMENT CORPORATION
-----------------------------
EXHIBIT 2.0
-----------------------------
LETTER OF INTENT BETWEEN
THE COMPANY AND
DETOUR, INC.
-----------------------------
ICHI-BON INVESTMENT CORPORATION
3222 S. Vance, Suite 100
Lakewood, Colorado 80227
April 30, 1997
Board of Directors
Detour, Inc.
201 N. Service Road
Melville, N.Y. 11747
Attention: Mr. James Turner, President
Re: Plan of Merger Between Ichi-Bon Investment
Corporation and Detour, Inc.
Dear Mr. Turner:
This letter is intended to express the general terms of the prospective Plan of
Merger to be formalized between Ichi-Bon Investment Corporation, a Colorado
corporation ("IBI") and Detour, Inc., a California corporation ("Detour").
The objective of our discussions has been the execution and consummation of
applicable, formal Agreement(s) between IBI and Detour (the "Merger
Agreements") 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 IBI and Detour 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 Detour and IBI, whereby IBI would
issue shares of its common stock equal to ownership of approximately 90% of
its outstanding shares, in exchange for 100% of the then outstanding securities
of Detour, would be in the best interest of both companies. It is the intent of
the parties hereto that the proposed merger of Detour and IBI be effected as
a tax-free reverse merger pursuant to Section 368 of the Internal Revenue
Code of 1986, as amended. The transaction proposed herein shall close on or
before May 31, 1997.
2. Terms of Merger.
(A) IBI Capitalization. IBI's total authorized capital stock consists
of 25,000,000 shares of Common Stock, par value $0.001 per share and 10,000,000
shares of Preferred Stock, par value $0.01 per share. As of the date hereof
and as of the Closing of the transaction proposed herein, there will be
500,000 common shares of IBI issued and outstanding. There are no preferred
shares issued or outstanding.
(B) Detour Capitalization. Detour's total authorized capital
consists of 10,000,000 Common Shares, $0.001 par value per
Mr. James Turner
Detour, Inc.
April 30, 1997
Page 2
share. As of the date of Closing, as defined hereinbelow, there will be
9,400,000 Common Shares issued and outstanding.
(C) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of IBI will
call a special meeting of the IBI shareholders, or
otherwise obtain the consent of the IBI shareholders
for the purposes of: (a) ratifying the transaction
proposed herein; (b) amending the IBI Articles of
Incorporation, to change the name of IBI to "Detour,
Inc.", or such other name as may be available and
acceptable to the present Detour Board of Directors; (c)
providing applicable dissenter's rights afforded to the
IBI Shareholders pursuant to the laws of the State of
Colorado; and (d) undertaking any additional amendments
to the IBI Articles of Incorporation reasonably requested
by the Detour Board of Directors and acceptable to the
IBI Board of Directors.
(ii) Prior to Closing, the Board of Directors of Detour
will (a) call a special meeting of the Detour
shareholders, or otherwise obtain the requisite consent
of the Detour shareholders, for the purposes of ratifying
the transaction proposed herein. Detour shall provide
representations that it has further provided all
applicable dissenter's rights afforded to the Detour
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) Share Exchange. Subject to the approval of the terms and
conditions contained herein by the IBI and Detour shareholders (hereinafter the
"Closing Date"), Detour shall merge with IBI, with IBI emerging as the surviving
entity, by the Detour shareholders exchanging all of the issued and
outstanding Detour Stock owned by them for 4,500,000 "restricted" Common
Shares of IBI.
(E) Officers and Directors. At Closing, the present officers and
directors of IBI shall deliver to Detour their respective letters of
resignation, along with certified minutes of the IBI Board of Directors
accepting such resignation and appointing to the IBI Board those persons
designated by Detour to be officers and directors of the surviving entity
herein.
3. Financial Condition of IBI. Except as provided herein, as of the
Closing Date, IBI balance sheet will reflect no assets or liabilities.
Mr. James Turner
Detour, Inc.
April 30, 1997
Page 3
4. Financial Condition of Detour. Detour has provided to IBI its audited
balance sheet for the period ended December 31, 1996 which indicates total
assets of $431,503 and shareholders' equity of $(1,348,124).
5. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed herein shall
take place as soon as practical after the IBI Definitive Proxy or Information
Statement is filed with the SEC and the respective shareholders of IBI and
Detour approve the terms included herein. The Closing shall take place in
Aurora, Colorado at the offices of legal counsel for IBI, Andrew I. Telsey,
P.C., 2851 S. Parker Road, Suite 720, Aurora, Colorado 80014, or such other
location as the parties may so agree. At the discretion of the parties hereto,
Closing may also occur via telephonic means.
(B) To Be Provided by Detour. At Closing, Detour shall provide to
the present Board of Directors of IBI the following:
i) such interim unaudited financial statements as would
be required for financial accounting disclosure under the
rules and regulations of the Securities Exchange Act of
1934 for reporting companies; and
ii) an investment letter in a form acceptable to counsel
to IBI, duly executed by each Detour shareholder,
acknowledging that each such shareholder is exchanging
their respective securities of Detour for their pro rata
applicable number of IBI common shares, that such shares
to be acquired by each Detour shareholder are solely for
their account and for investment and they have no plan,
intention, contract, understanding, agreement or
arrangement with any person to sell, assign, pledge,
hypothecate or otherwise transfer to any person such
shares, or any portion thereof.
(C) Non-Delivery. Failure by Detour to provide those items described
hereinabove, or failure of said audit to confirm the financial condition of
Detour as represented herein, shall render this proposed transaction voidable
at the discretion of the present Board of Directors of IBI. For purposes
herein, any deviation in excess of 10% shall be construed as conforming with
the financial condition of Detour represented herein.
(D) Representations of IBI. IBI 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")
Mr. James Turner
Detour, Inc.
April 30, 1997
Page 4
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) Private Sale of IBI Common Stock. Some of the current inside
shareholders of IBI may sell some or all of their IBI common shares owned by
them, subject to the exemptions, restrictions, terms and limitations
applicable to such sales under state and federal securities laws.
(F) Merger Agreement. The parties hereto shall, in good faith, work
together to prepare and negotiate a definitive agreement incorporating the terms
and conditions contained herein, which agreement shall be in a form and
substance mutually satisfactory to the parties.
(G) Fiduciary Out. The directors of Detour may terminate the
transaction contemplated herein if, in their reasonable discretion, their
fiduciary duty requires or necessitates such action.
(H) Completion Date. The transaction proposed herein shall be
completed on or before May 31, 1997. In the event the transaction has not
successfully closed by said date, a non-breaching party hereto may terminate
the proposed transaction, without penalty.
6. Confidentiality. Upon the signing of this Letter of Intent, IBI and
Detour 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. In addition, IBI agrees to be bound by the Confidentiality
Agreement between the parties dated as of even date herewith.
7. Retainer of Counsel. Because IBI does not have sufficient available
cash and as a material condition hereto, upon execution hereof by Detour, Detour
shall tender a non-refundable fee of $25,000 to Andrew I. Telsey, P.C., legal
counsel to IBI, $12,500 of which shall be due and payable upon execution
hereof, with the remaining balance of $12,500 due thirty (30) days
thereafter, as full and complete costs applicable to expenses to be incurred by
IBI relevant herein and for preparation of all legal documents
Mr. James Turner
Detour, Inc.
April 30, 1997
Page 5
necessary to consummate the transaction proposed herein, including preparation
of all SEC filings and other related documentation. The only exception to the
balance due to be paid shall be if, in the reasonable discretion of management
of IBI, a registration statement is required to be filed with the SEC on Form
S-4, in which case the amount to be paid by Detour to IBI's legal counsel
shall be negotiated in the future.
8. Finders Fees. It is hereby acknowledged that each party hereto may be
responsible for payment of certain finders fees relating to the transaction
proposed herein and that as a further condition to Closing, as defined
herein, 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.
9. Default. Assuming the execution of a definitive Merger Agreement by
IBI and Detour, in the event Detour fails to perform pursuant to Paragraph 5(B)
or 7, above, or otherwise close the transaction proposed herein without the
fault of IBI, Detour shall be responsible for payment of all reasonable costs
incurred by IBI (including but not limited to attorneys fees, due diligence
costs, costs related to proxy solicitation, if any, and such other costs as may
be incurred directly relating to this proposed transaction) up to an aggregate
maximum of $25,000, minus any amounts previously tendered pursuant to Paragraph
7 above. Such payment shall constitute the sole and exclusive remedy at law
and in equity available to IBI for any breach by Detour. Detour shall be
responsible for payment of its own legal, accounting and any other out-of-pocket
expenses reasonably incurred in connection with this transaction, whether or not
this transaction is consummated.
10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
11. Jurisdiction. It is the intention of the parties that the laws of the
State of Colorado 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.
12. Notices. Any notice relevant herein shall be deemed to have been
sufficiently 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
Mr. James Turner
Detour, Inc.
April 30, 1997
Page 6
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.
13. 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.
14. 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.
Except for the agreements set forth in Paragraphs 7, 8 and 9 hereof, this letter
is not intended as a contract or to create any enforceable rights or obligations
whatsoever on the part of either party. No obligations on the part of either
party with respect to the matters covered hereby (other than as set forth in
Paragraphs 7, 8 and 9 hereof) shall exist unless and until a written
agreement, satisfactory in form and substance to both parties, has been approved
by their respective boards of directors and shareholders, if necessary and
executed by officers specifically authorized to do so.
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,
ICHI-BON INVESTMENT CORPORATION
By: /s/ Cheryl L. Okizaki
Cheryl L. Okizaki, President
APPROVED AND ACCEPTED this 30th day of April, 1997.
DETOUR, INC.
By: /s/ James Turner
James Turner, President