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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) March 21, 1997
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CTC Cosmetics Holdings Company, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
033-23884-LA 87-0415594
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(Commission File Number) (IRS Employer Identification No.)
No. 80 Liu Tuang Road Pudong, Shanghai, China
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (852) 2882-5699
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Exhibit Index is on page __ of the manually executed copy.
Page 1 of 4 page
Item 1. Change in Control of Registrant.
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Item 2. Acquisition or Disposition of Assets.
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On March 21, 1997, CTC Cosmetics Holdings Company, Inc., formerly known
as The Westwind Group, Inc., a Delaware corporation (the "Registrant")
consummated a transaction, whereby the Registrant acquired all of the
issued and outstanding shares of CTC Cosmetics Holding (BVI) Co., Ltd., a
British Virgin Islands corporation ("CTC Cosmetics") in exchange for the
issuance by the Registrant of 9,000,000 post-split shares of restricted
common stock to CTC Cosmetics shareholders pursuant to the Agreement and
Plan of Reorganization, as amended (the "Agreement"), dated as of March 21,
1997, by and between the Registrant and CTC Cosmetics (the "Closing").
The Registrant develops, manufactures and markets skin and hair care
products, cosmetics, and cosmetic related chemical ingredients primarily for
sale in the People's Republic of China and South East Asia.
Under the relevant terms of the Agreement, the Registrant undertook a
reverse split of its common stock, whereby 1 share of common stock was
issued in exchange for 12.93 shares of common stock. Immediately prior to
the share exchange, there were approximately 500,000 post-reverse split
shares of the Registrant's common stock issued and outstanding. Pursuant to
the terms of the Agreement for Divisive Reorganization, which was also
executed at the Closing, the Registrant's two existing subsidiaries were
spun off from the Company to its majority shareholders in exchange for such
majority shareholders' cancellation of a total of 960,912 pre-split shares
of common stock of the Registrant. As a result of the acquisition, there
are approximately 9,500,000 shares of Common Stock issued and outstanding.
Upon the Closing, the present officers and directors of the Registrant
resigned their respective positions, and were replaced with the designees of
CTC Cosmetics. The new officers and directors of the Registrant are: Paul
K.W. Tso, Chairman of the Board of Directors and Chief Executive Officer;
Mark K.W. Lee, Vice-Chairman of the Board of Directors, President and
Secretary; Joanne Leung, Chief Financial Officer; Jack G. Shi, Vice
President; Yung Fung Che, director; Corrie C.H. Lee, director; Audrey W.
Leung, director.
The name of each person known to the Registrant to own more than 5% of
the securities of the Registrant, entities issued shares pursuant to the
Agreement, the current directors and executive officers of the Registrant
and the percentage of the total issued and outstanding Common Stock (the
only voting securities) of the Registrant owned by such persons is as
follows:
Amount of
Name and Beneficial Percent of
Address Ownership(1) Class
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Common Stock
Paul K.W. Tso(2) 5,127,300 53.97%
Chairman of the Board
of Directors and Chief
Executive Officer
Mark K.W. Lee(2) 1,397,700 14.71%
Vice-Chairman, President
and Secretary
Audrey W. Leung(2) 695,700 7.32%
Director
2
Yung Fung Che(2)
Director 685,700 7.32%
Corrie C.H. Lee(2) 1,083,600 11.41%
Director
All Directors and Officers
as a Group 9,000,000 94.74%
(5 persons)
(1) As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of, a security, or the sole or
share investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of a security).
(2) The address of this person is No. 80 Liu Tuang Road Pudong,
Shanghai, China.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(a)(b) The required financial statements and pro forma financial
information is unavailable as of the date hereof and will be filed by the
Registrant pursuant to the requirements of the Securities Exchange Act and
the rules and regulations promulgated thereunder within 75 days of the date
of the event reported herein.
(c) Exhibits
2. Agreement and Plan of Reorganization
2.1. Agreement and Plan of Reorganization dated as
of March 21, 1997, between the Registrant and
CTC Cosmetics Holding (BVI) Co., Ltd.
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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 thereunto duly authorized.
Dated: April 1, 1997 CTC Cosmetics Holdings Company, Inc.
By: /s/ Paul K.W. Tso
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Paul K.W. Tso
Chairman of the Board of Directors
and Chief Executive Officer
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