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: June 5, 1998
LBF CORPORATION
---------------
(Exact name of registrant as specified in its charter)
NEVADA
------
(State or other jurisdiction of incorporation)
000-23485 98-0177646
--------- ----------
(Commission File No.) (IRS Employer
Identification No.)
Suite 106
1460 Pandosy St.
Kelowna, British Columbia
Canada V14 1P3
- ------ -------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (250) 868-8445
1
Item 2. Acquisition and Disposition of Assets.
Effective May 22, 1998, LBF Corporation (the "Company")
entered into a letter of intent with FES Innovations, Inc. ("FES"),
a privately held British Columbia, Canada corporation, whereby the
Company has agreed in principle to acquire a patent application
(#08/927/,108) for a title heat exchanger and fuel pre-heater,
which assets are presently held by FES, 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 forward split of its issued and outstanding common
stock, whereby 20 shares of common stock will be issued in exchange
for each share then issued and outstanding, and thereafter, issue
to FES an aggregate of 21,000,000 "restricted" common shares,
representing 67.7% of the Company's then outstanding common stock.
The proposed acquisition is subject to satisfaction of certain
conditions, including completion of due diligence activities, the
approval of the transaction by all of the FES shareholders and
other matters. If the proposed transaction with FES 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 FES. If these conditions
are met, it is expected that the proposed transaction with FES will
close in approximately 60 days from the date of the letter of
intent. However, there are no assurances that the proposed
transaction will close on the aforesaid date, or that any
unforeseen delay will occur. A copy of the letter of intent
between the Company and FES 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 FES innovations,
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.
LBF CORPORATION
By:/s/ Robert Hemmerling
---------------------------
Robert Hemmerling,
Secretary/Treasurer
Dated: June 5, 1998
3
LBF CORPORATION
_____________________
EXHIBIT 2.0
_____________________
LETTER OF INTENT BETWEEN
THE COMPANY AND
FES INNOVATIONS, INC.
_____________________
4
LBF CORPORATION
Suite 106
1460 Pandosy St.
Kelowna, British Columbia, Canada V14 1P3
May 19, 1998
Board of Directors
FES Innovations, Inc.
303-478 Bernard Ave.
Kelowna, British Columbia
Canada V1Y 6N7
Attention: Mr. Dale Peterson, President
Re: Acquisition of Assets by LBF Corporation from
FES Innovations, Inc.
Dear Mr. Peterson:
This letter is intended to express the general terms relating to
the acquisition of certain assets by LBF Corporation, a Nevada
corporation ("LBF" or the "Company") from FES Innovations, Inc., a
corporation formed pursuant to the laws of British Columbia, Canada
("FES"). The objective of our discussions has been the execution
and consummation of applicable, formal Agreement(s) between the
Company and FES (the "Agreements") which, among other things, would
provide for the various matters set forth below.
1. Acquisition of Assets by the Company from FES. The board
of directors of the Company and FES have completed an initial
evaluation of the business plan, financial statements and other
relevant corporate documents of the other and have concluded that
an acquisition of those assets more fully described in Exhibit "A"
attached hereto and incorporated herein as if set forth (the
"Assets") by the Company, whereby the Company would issue shares of
its common stock equal to ownership of approximately 67.7% of its
outstanding shares, in exchange for all of the Assets would be in
the best interest of both companies. It is the intent of the
parties hereto that, if possible, the proposed transaction
described herein be effected on a "tax-free" basis pursuant to the
Internal Revenue Code of 1986, as amended and the applicable laws
of both British Columbia and Canada.
2. Terms of Acquisition.
(A) LBF Capitalization. LBF's total authorized capital
stock consists of 25,000,000 shares of Preferred Stock, par value
$0.001 per share, and 50,000,000 shares of Common Stock, par value
$0.001 per share. As of the date hereof there are 500,000 common
shares of the Company issued and outstanding, subject only to the
provisions included hereinbelow. There are no preferred shares
issued or outstanding.
5
Mr. Dale Peterson
May 19, 1998
Page 2
Prior to Closing, as defined hereinbelow, the Board of Directors of
the Company shall undertake a forward split of the Company issued
and outstanding common stock, whereby 20 shares of common stock
shall be issued in exchange for each share of common stock issued
and outstanding, in order to establish the number of issued and
outstanding common shares of the Company at Closing to be
10,000,000 shares.
(B) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of the
Company will call a special meeting of the Board of
Directors and shareholders (if deemed necessary pursuant
to the laws of the State of Nevada) for the purposes of:
(a) ratifying the transaction proposed herein; (b)
amending the Company Articles of Incorporation, to change
the name of the Company to "Fuel Technologies, Inc.", or
such other name as may be available and acceptable to the
present FES Board of Directors; (c) undertaking any
additional amendments to the Company Articles of
Incorporation reasonably requested by the FES Board of
Directors and acceptable to the Company's Board of
Directors.
(ii) Prior to Closing, the Board of Directors of FES
will (a) call a special meeting of the FES shareholders
for the purposes of ratifying the transaction proposed
herein, including providing applicable dissenter's rights
afforded to the FES Shareholders pursuant to the laws of
British Columbia; and (b) take all additional action
necessary to cause the intent of this letter to be
adopted and ratified.
(C) Officers and Directors. At Closing, the present
officers and directors of the Company shall deliver to FES their
respective letters of resignation, along with certified minutes of
the Company Board of Directors accepting such resignation and
appointing to the Company Board those persons designated by FES to
be officers and directors of the surviving entity herein.
3. Financial Condition of the Company. Except as provided
herein, as of the Closing Date, the Company balance sheet will
reflect no assets or liabilities.
4. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed
herein shall take place as soon as practical after the Company's
Board of Directors has approved the terms included herein, the
Company's shareholders have adopted those amendments to the
6
Mr. Dale Peterson
May 19, 1998
Page 3
Company's Articles of Incorporation and, if necessary, the Company
has filed an Information Statement with the US Securities and
Exchange Commission and the respective shareholders of FES approve
the terms included herein. It is anticipated that this will take
approximately 60 days. The Closing shall take place in Aurora,
Colorado at the offices of legal counsel for the Company, 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 FES. At Closing, FES shall
provide to the present Board of Directors of the Company the
following:
i) a financial audit of the Assets, which shall be
prepared in accordance with Generally Accepted Accounting
Principles and provided by an independent, SEC Certified
Public Accountant and such audit shall demonstrate
balance sheet information consistent with the financial
information provided to the Company by FES prior to
Closing;
ii) an investment letter in a form acceptable to counsel
to the Company, duly executed by FES, acknowledging that
FES is selling the Assets in exchange for 21,000,000
common shares of the Company common stock, that such
shares to be acquired by FES is solely for its account
and for investment and it has 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; and
(iii) such other documentation as is reasonably requested
by the Company and which is customarily delivered in
transactions of the kind described herein.
(C) Non-Delivery. Failure by FES to provide those items
described hereinabove, or failure of said audit to confirm the
financial condition of FES as represented herein, shall render this
proposed transaction voidable at the discretion of the present
Board of Directors of the Company. For purposes herein, any
deviation in excess of 10% shall be construed as conforming with
the financial condition of FES represented herein.
(D) Representations of the Company. The Company 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,
7
Mr. Dale Peterson
May 19, 1998
Page 4
10-KSB, 10-Q and/or 10-QSB.
5. Default. In the event FES fails to perform pursuant to
Paragraph 4, above, or close the transaction without the fault of
the Company, FES shall be responsible for payment of all reasonable
costs incurred by the Company, including but not limited to
attorneys fees, due diligence costs and such other costs as may be
incurred directly relating to this proposed transaction.
Otherwise, each party hereto shall be responsible for payment of
their own legal, accounting and any other out-of-pocket expenses
reasonably incurred in connection with this transaction, whether or
not this transaction is consummated.
6. Confidentiality. Upon the signing of this Letter of
Intent, the Company and FES 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 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.
8. 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.
9. Jurisdiction. It is the intention of the parties that the
laws of the State of Nevada 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 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.
8
Mr. Dale Peterson
May 19, 1998
Page 5
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.
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,
LBF CORPORATION
By: /s/ David Ward
---------------------------------
David Ward, President
APPROVED AND ACCEPTED this 22nd day of May, 1998.
FES INNOVATIONS INC.
By: /s/ Dale Peterson
---------------------------------
Dale Peterson, President
9
Exhibit "A"
Assets to be Acquired by LBF:
- -----------------------------
Patent Application # 08/927,108;
Title Heat Exchanger and Fuel Pre-Heater
Coverage of the proposed patent is directed to a fuel heating
apparatus that includes a block of heat conductive material having
a passageway and an embedded heating element near the passageway.
The block conducts heat generated by the heating element to heat
fuel flowing in the passageway. In a subsequent dependent claim,
copper tubing is claimed in the passageway. A temperature sensor
senses the temperature of the fuel at the output of the passageway.
The block material is described as consisting of potting epoxy with
sufficiently dispersed metal filings.
To the extent that the patent application includes applications to
diesel engines, such applications are excluded from the assets to
be acquired by LBF.
10