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: July 29, 1998
(Date of earliest event reported)
SALEX HOLDING CORPORATION
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(Exact name of Registrant as specified in charter)
Delaware 1-12856 42-1358036
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(State or other jurisdiction (Commission File No.) IRS Employer Identification
of incorporation) Number)
50 Laser Court, Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 516-436-5000
Item 5. Other Events.
On July 29, 1998, Salex Holding Corporation (the "Company") and Hillcrest
Holdings, L.L.C. ("Hillcrest"), a limited liability company controlled by
Pershing Sun, President and a director of the Company, and his wife, Betty Sun,
the holder of the Company's outstanding Series D Preferred Stock, entered into a
letter of intent which provides for the purchase by Hillcrest of substantially
all of the assets of the Company. The letter of intent provides that the
purchase price for the assets shall be equal to the greater of (i) an amount
equal to 2% of the gross annual revenues collected by Hillcrest above
$30,000,000 during each of the five 12 month periods following the closing or
(ii) $250,000. The letter of intent further provides that Hillcrest will assume
certain liabilities of the Company; provided, however, that the book value of
liabilities to be assumed by Hillcrest shall not exceed the book value of the
assets purchased by Hillcrest by more than $1,765,000.
The letter of intent provides that, in the event Hillcrest is sold in its
entirety within 12 months following the closing of the sale of assets by the
Company, Hillcrest will pay to the Company an amount equal to 50% of the net
proceeds received by Hillcrest in excess of the greater of Hillcrest's initial
capitalization or capitalization at the time of sale. In addition, the letter of
intent provides that, if the Company approves an alternative proposal for a
sale, lease, merger, acquisition, partnership, strategic alliance or financing
or like transaction with a third party, Hillcrest will, upon acceptance of such
proposal, be entitled to receive $800,000 from the Company.
The closing of the transaction is subject to the negotiation and execution
of a definitive agreement between the parties and the satisfaction by both
parties of certain terms and conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
(1) Letter of Intent, entered into July 29, 1998, between the Company
and Hillcrest Holdings, L.L.C.*
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* Denotes document filed as an exhibit to Amendment No. 1 to Schedule 13D for
Pershing Sun and Betty Sun with respect to the Company incorporated herein
by reference.
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.
SALEX HOLDING CORPORATION
Dated: August 11, 1998 By: /s/Andrew Lunetta
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Andrew Lunetta, Treasurer