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): March 26, 1999
NPS INTERNATIONAL CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
000-13858 86-0214815
--------- -----------
(Commission File No.) (IRS Employer
Identification No.)
812 Proctor Ave.
Ogdensburg, N.Y. 13669
--------------------------------------- --------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(315) 393-3793
Item 2. Acquisition and Disposition of Assets.
On March 26, 1999, Polcorp Industries, Inc. ("Polcorp"), a wholly owned
subsidiary of NPS International Corporation (the "Company"), executed a letter
of intent with First National Investment Fund S.A., Warsaw, Poland, whereby
Polcorp has agreed to purchase approximately 85% interest in PAFAL S.A.
("PAFAL"), Poland's largest manufacturer of electric metering equipment. The
proposed purchase price of this acquisition is approximately $11.5 million (US)
(PLZ 45,000,000). Closing of this proposed acquisition is scheduled for on or
before July 31, 1999.
PAFAL is headquartered in Swidnica, Poland and employs approximately
2,000 persons. It generated revenues of approximately $32 million (US) (PLZ
125,000,000) during its fiscal 1998. It produces approximately 85% of all of the
electric meters in Poland, as well as a broad range of measuring and control
apparatus for cars, trucks, delivery vans and tractors.
The proposed acquisition is subject to satisfaction of certain
conditions, including completion of due diligence activities. There can be no
assurances that the proposed transaction will close on or before July 31, 1999,
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 First National
Investment Fund S.A.
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.
NPS INTERNATIONAL CORPORATION
By:/s/ Michael Wexler
-------------------------------
Michael Wexler, President
Dated: April 7, 1999
3
NPS INTERNATIONAL CORPORATION
EXHIBIT 2.3 TO FORM 8-K
LETTER OF INTENT
BETWEEN THE COMPANY AND
FIRST NATIONAL INVESTMENT FUND
LETTER OF INTENT
(SUBJECT TO PURCHASE AGREEMENT)
The parties to this Letter of Intent are identified as follows:
- - POLCORP INDUSTRIES, INC.-an USA company, wholly owned subsidiary of
publicly owned NPS International Corporation, which has been established
to acquire, develop, and assist strategic investments in Poland, located
at 812 Proctor Avenue, Ogdensburg, New York 13669, USA, and
- - FIRST NATIONAL INVESTMENT FUND S.A. (NFI I)-a publicly traded (Warsaw
Stock Exchange) investment fund located at ul. Biala 3, 00-895 Warsaw,
Poland, and holding a portfolio of shares in Polish privatized companies,
including 33% of PAFAL S.A., and responsible for supervising the
management of their lead shareholding companies, including PAFAL S.A.
The intention of each of the parties is as follows:
POLCORP- to purchase directly approximately 85% of the voting common shares of
PAFAL S.A. voting shares based on reported total of 879,210 subject to a
Purchase Agreement between Polcorp and the selling shareholder and the
satisfactory completion of a due diligence examination, the purchase price to be
calculated on a seller's valuation of 45,000,000 PLZ;
NIF I- to sell or cause to be sold to Polcorp no less than 60% of the issued and
outstanding PAFAL S.A. common voting shares, subject to a signed purchase
agreement at a pro rate price based on a PAFAL S.A. valuation of 45,000,000 PLZ,
subject to completion of due diligence;
to provide and/or arrange for full access to financial, technical and other
essential data for Polcorp, its auditors, attorneys, and other authorized
representatives during the period from the signing of this Letter of Intent
until the completion of the transaction, or a mutual decision not to proceed,
such materials to be used solely for the purpose of evaluating this investment
opportunity, and returned with all copies, if the transaction does not proceed;
to continue its supervisory role and insure continuity and effectiveness of
PAFAL S.A. management during the period concluding with the completion of the
transaction;
Upon the signing of this Letter of Intent and until the signing of the Purchase
agreement or the formal termination of negotiations, the Parties agree as
follows:
1. Complete confidentiality shall be maintained; except that public release
of information shall be made regarding the intentions of the Parties or
the issues discussed, subject to the requirements of the Securities and
Exchange Commission in the US and the Warsaw Stock Exchange in Poland; but
at all times, only that information required by law for public record will
be released to a third party, and only as agreed between the parties;
2. The Parties agree that intentions express in the Letter of Intent will be
implemented within 120 days from the date of signing of the Letter or on
before July 31, 1999, whichever is sooner.
3. PAFAL S.A. shares, or share options, shall not be offered for sale to any
other parties, including listing on any stock markets.
4. NIF I will not dispose of the shares of PAFAL S.A. during the Negotiation
Period.
5. Any significant decisions concerning the management and/or financial
positions of PAFAL S.A., shall be submitted to Polcorp for review during
the negotiation period.
6. Each party shall be responsible for its own expenses relating to costs
incurred for legal, travel, and other activities required or undertaken
during the negotiation period.
7. While all parties act in good faith and enter into negotiations leading to
the signing of a Purchase Agreement, they recognize that this Letter of
Intent does not represent a binding commitment on the part of Polcorp to
purchase shares, since that will depend upon the outcome of the due
diligence and further discussions between PAFAL S.A. and Polcorp
Industries Inc. management, all to be included in the Purchase Agreement.
8. In the discussions and negotiations among the Parties to follow, Polcorp
will be represented by Michael S. Wexler (in Canada, reached by telephone
at (1)613 731 5935; fax- (1)-613- 731-7486) and NFI I will be represented
by Andrzej Cwiek, reach by telephone at (48)22 620 7198.
9. This Letter of Intent shall become effective upon the final date of
signing by all Parties and shall remain in force until the signing of the
Purchase Agreement, or until July 31, 1999] (the Negotiation Period),
whichever is sooner. Should the Purchase Agreement not be signed by July
31, 1999, then the Parties may agree either to extend the period or
terminate negotiations, with no prejudice.
10. This Letter of Intent is not a Formal Agreement.
11. It is agreed and understood that this Letter of Intent shall be construed
and enforced in accordance with, and the rights of the Parties shall be
governed by the laws of Poland; this Letter of Intent has been prepared in
Polish and English versions, and in case of any divergence, the Polish
version applies.
SIGNATORIES
For Polcorp Industries, Inc.
By: s/Michael S. Wexler
---------------------------------
Michael S. Wexler, President and CEO
Date: 24-3-99
---------------------------
For NIF I:
By: s/Andrzej Cwiek
--------------------------------
Date: 26/3/99
------------------------------