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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.
May 3, 2000
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Date of Report (Date of earliest event reported)
EMERALD CAPITAL INVESTMENTS, INC.
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(Name of Small Business Issuer as specified in its charter)
Delaware 36-36939936
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
SEC File Number 33-30365-C
536 North 100 West, Heber City, UT 84032
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(Address of principal executive offices)
Registrant's telephone no., including area code: (435) 654-5425
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Item 2. Acquisitions or Disposition of Assets
On May 3, 2000, Emerald Capital Investments, Inc. ("Emerald") entered into
an Agreement and Plan of Merger (the "Agreement") to acquire CCC Globalcom,
Inc.("CCC") in a merger transaction. The closing of the merger is subject to a
number of conditions including approval by the shareholders of Emerald and
completion of due diligence reviews by both parties to their satisfaction. CCC
is a privately held Texas corporation formed to engage in the telecommunications
business. If the transaction is effected, as to which there can be no assurance,
it is likely that it would be treated as a reverse merger for accounting
purposes with CCC deemed to be the survivor for accounting purposes. If the
transaction is completed, the following will occur:
1. CCC will become a wholly-owned subsidiary of Emerald;
2. The officers and directors of CCC will become the officers and directors of
Emerald (Douglas P. Morris, currently a director of Emerald will remain a
director);
3. The shareholders of CCC will become the controlling shareholders of
Emerald; and
4. Emerald's name will be changed to CCC Globalcom Corporation or some
derivation thereof and Emerald's domicile will be changed from the State of
Delaware to the State of Nevada.
There are currently 6,868,698 shares of Emerald' common stock issued and
outstanding. The Agreement provides for a 1 for 20 reverse split of Emerald's
issued and outstanding shares of common stock thereby reducing the number of
outstanding shares to approximately 343,435. To acquire CCC, Emerald will issue
30,250,000 shares of Emerald's common stock, calculated after the reverse split,
to the CCC shareholders in exchange for their shares of CCC.
The Merger is subject to a number of conditions two of the most
significant of which are: (i) the completion of a private offering with not less
than 670,000 Shares sold at a price of $1.50 per share; and (ii) CCC Globalcom's
acquisition of a company named Ciera Network Solutions, Inc.
It is anticipated that immediately following the closing of the
transaction, there will be approximately 31,693,435 shares of Emerald issued and
outstanding, after giving effect to the reverse split. Certain existing warrants
and other securities convertible into the common stock of Emerald and CCC will
become equivalent rights to convert such securities into the common stock of the
reorganized company upon completion of the transaction, as more fully described
in the Agreement, a copy of which is attached as an Exhibit to this Report.
Conditions to Closing
In addition to the completion of private placement and the acquisition of
Cierra, the closing of the transaction is subject to a number of conditions
including, but not limited to, the following:
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1. The parties shall have performed and complied with all covenants,
agreements, and conditions required by the Agreement to be performed or complied
with by it prior to or at the Closing Time;
2. There shall not have occurred any material adverse changes in the
financial position or business of either Emerald or CCC between the date of the
execution of the agreement and the closing;
3. Emerald's shareholders shall have approved the transaction;
4. The parties shall have each completed their due diligence reviews of
the other to their satisfaction;
5. There shall not be any material litigation, proceeding or governmental
investigation pending or threatened effecting the parties or the transaction;
6. CCC shall deliver such audited and other financial statements as are
required to be included in a Form 8-K required to be filed by Emerald in
connection with the Exchange; and
7. The issuance of Emerald shares to the stockholders of CCC will not be
registered but will be effected only if it can come within Section 4(2) of the
Securities Act of 1933, and under applicable state securities exemptions as a
non-public offering.
Item 7. Financial Statements and Exhibits
Financial Statements. Required proforma and other financial statements will
be filed subsequent to the closing of the transaction.
Exhibits.
No. Description
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2.1 Agreement and Plan of Merger
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: May 22, 2000 EMERALD CAPITAL INVESTMENTS, INC.
By /s/ Douglas P. Morris
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Douglas P. Morris, Vice President
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