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: March 9, 1999
MATHY CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO
--------
(State or other jurisdiction of incorporation)
000-24447 84-1463449
--------- ----------
(Commission File No.) (IRS Employer
Identification No.)
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
---------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 671-8920
1
Item 2. Acquisition and Disposition of Assets.
Effective March 9, 1999, Mathy Corporation (the "Company")
entered into a letter of intent with The Cooper Memphis Group, Inc.
("CMG"), a privately held California corporation, whereby the
Company has agreed in principle to acquire all of the issued and
outstanding shares of CMG, 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
3.5 shares of common stock shall be issued for every one (1) share
presently outstanding and thereafter, issue to the CMG shareholders
an aggregate of 15,750,000 "restricted" common shares, representing
90% of the Company's then outstanding common stock, in exchange for
all of the issued and outstanding shares of CMG. In addition, CMG
is currently undertaking a private offering of convertible notes,
and the Company has agreed to reserve an aggregate of 364,964
additional shares (post forward split) upon conversion of the
minimum financing referenced in the applicable letter of intent,
attached hereto and incorporated herein as Exhibit 2.3.
The proposed merger is subject to satisfaction of certain
conditions, including completion of due diligence activities, the
approval of the transaction by all of the CMG shareholders, the
approval of the proposed transaction by the shareholders of the
Company and CMG successfully consummating a convertible debt
financing equal to a total of $1,000,000. If the proposed
transaction with CMG 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 CMG. If these conditions are met, it is expected
that the proposed transaction with CMG will close on or about March
23, 1999. However, there are no assurances that the proposed
transaction will close on the aforesaid date, or that any
unforeseen delay will occur.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
2.3 Letter of Intent between the Company and CMG.
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.
MATHY CORPORATION
By:/s/ Andrew I. Telsey
---------------------------
Andrew I. Telsey,
President
Dated: March 9, 1999
3
MATHY CORPORATION
_______________________
EXHIBIT 2.3
_______________________
LETTER OF INTENT BETWEEN
THE COMPANY AND
CMG
_______________________
4
MATHY CORPORATION
2851 S. Parker Road, Suite 720
Aurora, Colorado 80014
March 8, 1999
Board of Directors
The Cooper Memphis Group, Inc.
18004 Skypark Circle
Suite 170
Irvine, CA 92614
Attention: Mr. Charles M. Davis, President
Re: Plan of Merger Between Mathy Corporation and The Cooper
Memphis Group, Inc.
Dear Mr. Davis:
This letter is intended to express the general terms of the Plan of
Merger to be formalized between Mathy Corporation, a Colorado corporation
("Mathy") and The Cooper Memphis Group, Inc., a California corporation
("Cooper"). The objective of our discussions has been the execution and
consummation of applicable, formal Agreement(s) between Mathy and Cooper
(the "Exchange 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 Mathy and Cooper 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
Cooper and Mathy, whereby Mathy 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 Cooper, would be
in the best interest of both companies. It is the intent of the parties
hereto that the proposed merger of Cooper and Mathy 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) Mathy Capitalization. Mathy's total authorized capital
stock consists of 25,000,000 shares of Preferred Stock, par value $0.001
per share, and 100,000,000 Common Shares, par value $.001 per share. As
of the date hereof there are 500,000 common shares of Mathy issued and
outstanding. There are no preferred shares issued or outstanding. Prior
to Closing, as defined hereinbelow, the Board of Directors of Mathy shall
undertake a forward split of the Mathy issued and outstanding common
stock, whereby 3.5 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 Mathy at Closing to
be 1,750,000 shares. Mathy will also assume the obligation to issue an
aggregate of 364,964 additional shares (post forward split) upon
conversion of the minimum financing referenced hereinbelow in Paragraph 5(A).
5
Mr. Charles M. Davis
March 8, 1999
Page 2
(B) Cooper Capitalization. Cooper's total authorized capital
consists of 100,000 Common Shares, no par value per share. As of the date
of Closing, as defined hereinbelow, there will be 2,000,000 Common Shares
issued and outstanding.
(C) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of Mathy will call
a special meeting of the Mathy shareholders or otherwise obtain
their unanimous consent, for the purposes of: (a) ratifying the
transaction proposed herein; (b) amending the Mathy Articles of
Incorporation, to change the name of Mathy to
"DrivingAmerica.com, Inc.", or such other name as may be
available and acceptable to the present Cooper Board of
Directors; (c) providing applicable dissenter's rights afforded
to the Mathy Shareholders pursuant to the laws of the State of
Colorado; and (d) undertaking any additional amendments to the
Mathy Articles of Incorporation reasonably requested by the
Cooper Board of Directors and acceptable to the Mathy Board of
Directors.
(ii) Prior to Closing, the Board of Directors of Cooper will
(a) call a special meeting of the Cooper 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 Cooper
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) Merger. Subject to the approval of the terms and
conditions contained herein by the Mathy and Cooper shareholders
(hereinafter the "Closing Date"), Cooper shall merge with Mathy, with
Mathy emerging as the surviving entity, by the Cooper shareholders
exchanging all of the issued and outstanding Cooper Stock owned by them
for 15,750,000 "restricted" Common Shares of Mathy.
(E) Officers and Directors. At Closing, the present officers
and directors of Mathy shall deliver to Cooper their respective letters of
resignation, along with certified minutes of the Mathy Board of Directors
accepting such resignation and appointing to the Mathy Board those persons
designated by Cooper to be officers and directors of the surviving entity
herein.
3. Financial Condition of Mathy. Except as provided herein, as of
the Closing Date, Mathy balance sheet will reflect no assets or
liabilities.
4. Financial Condition of Cooper. Cooper hereby represents and
warrants that its unaudited financial statements for the fiscal year ended
December 31, 1998, as provided to Mathy by Cooper present fairly as of
their date the financial condition of Cooper.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed herein
shall take place as soon
6
Mr. Charles M. Davis
March 8, 1999
Page 3
as practical after the Mathy Information Statement is filed with the SEC
and the respective shareholders of Mathy and Cooper approve the terms
included herein and Cooper successfully consummates a convertible debt
financing equal to a total of $1,000,000. This financing consists of a
$200,000 bridge prior to closing (as defined herein), with the minimum
balance of $800,000 of such financing available to the surviving
corporation upon closing of the transaction proposed herein. The entire
balance of the convertible debt shall be automatically converted into
shares of Mathy common stock upon closing. The Closing shall take place
in Aurora, Colorado at the offices of Mathy, 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 Cooper. At Closing, or as soon
thereafter as possible, but in no event later than 60 days after the date of
Closing, Cooper shall provide to the present Board of Directors of
Mathy 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 Mathy by Cooper prior to Closing; and
ii) an investment letter in a form acceptable to counsel to
Mathy, duly executed by each Cooper shareholder, acknowledging
that each such shareholder is exchanging their respective
securities of Cooper for their pro rata applicable number of
Mathy common shares, that such shares to be acquired by each
Cooper 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 Cooper to provide those items
described hereinabove, or failure of said audit to confirm the financial
condition of Cooper as represented herein, shall render this proposed
transaction voidable at the discretion of the present Board of Directors
of Mathy. For purposes herein, any deviation in excess of 10% shall be
construed as conforming with the financial condition of Cooper
represented herein.
(D) Representations of Mathy. Mathy 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.
6. Confidentiality. Upon the signing of this Letter of Intent,
Mathy and Cooper 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
7
Mr. Charles M. Davis
March 8, 1999
Page 4
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. Retainer of Counsel. Because Mathy does not have sufficient
available cash and as a material condition hereto, upon receipt of the
initial $200,000 by Cooper (as referenced in Paragraph 5(A) above), Cooper
shall tender a non-refundable fee of $25,000 to Andrew I. Telsey, P.C.,
legal counsel to Mathy, as full and complete costs applicable to expenses
to be incurred by Mathy relevant herein and for preparation of all legal
documents necessary to consummate the transaction proposed herein,
including preparation of all SEC filings and other related documentation.
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. 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.
10. 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.
11. 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.
12. 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.
13. Amendments. This Agreement may only be amended by the mutual
consent of all
8
Mr. Charles M. Davis
March 8, 1999
Page 5
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,
MATHY CORPORATION
By: s/ Andrew I. Telsey
-----------------------------------
Andrew I. Telsey, President
APPROVED AND ACCEPTED this 9th day of March, 1999.
THE COOPER MEMPHIS GROUP, INC.
By: s/ Charles M. Davis
-----------------------------------
Charles M. Davis, President
9