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): May 4, 1998
ORION FINANCIAL, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-11043 84-0858679
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
80 N. Hoyt Street, Lakewood, Colorado 80226
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 238-0937
Item 1. CHANGES IN CONTROL OF REGISTRANT.
On May 4, 1998, the Company accepted a series of subscription agreements,
one of which was from Investment Management of America, Inc. ("IMA") pursuant to
a "Binding Letter of Agreement" among IMA and the Company ("Agreement"). The
Agreement required the Company to issue 4,548,786.80 shares of common stock of
the Company ("Common Stock") to IMA, 9,257,635.90 shares of Common Stock each to
Andrew M. Badolato and Gerald C. Parker, who are affiliated with IMA, 2,383,564
shares of Common Stock to Christina A. Curry, and 341,159.20 shares of Common
Stock each to C. Keith Byington and David E. Thuermer, for $35,000, that was
paid on a pro rata basis out of personal funds from the individuals and out of
corporate funds from IMA. As a result of this transaction, IMA and Messrs.
Badolato and Parker own approximately 51.15% of the Company's outstanding Common
Stock. Also, pursuant to the Agreement, Mr. Badolato and Mr. Parker have been
appointed to the Board of Directors of the Company and Donald W. Diones resigned
from the Board of Directors of the Company.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 4, 1998, the Company accepted a series of subscription agreements,
some of which were from several individuals residing in Kansas ("Kansas Group")
who received a total of 1,000,000 shares of Common Stock in exchange for certain
assets that the Kansas Group received from a now defunct corporation, Athletic
Footwear, Inc. ("AFI"). Also on May 4, 1998, previous lenders of AFI received
162,780 shares of Common Stock in exchange for the cancellation of certain loans
in the amount of $47,700 that they had previously made to AFI. The assets
included intellectual property, patents, copyrights, trademarks, general
intangibles, all molds and lasts and any and all other intangible property of
AFI. Prior to the transaction, there were no material relationships between the
Kansas Group or the lenders and the Company or any of its affiliates, directors
or officers or any associates of its directors or officers. Terry A. Hunter, who
became the President of the Company, was the President of AFI. AFI's assets were
used by AFI to develop, design and produce a line of children's athletic and
casual shoes and will be used by the Company for the same purpose. The
acquisition prices were arrived at as a result of negotiations between the
parties.
Item 5. OTHER EVENTS.
In connection with the change in control of the Company and the acquisition
of the AFI assets mentioned above, the Company also entered into a Production
and Inventory Dating Agreement with Asia Pacific Industries Development Group
("APIDG") pursuant to which the Company issued to APIDG 4,548,787 shares of
Common Stock and an option to purchase 500,000 shares of Common Stock at an
exercise price of $0.30 per share in exchange for inventory financing. Pursuant
to the Production and Inventory Dating Agreement, the Company has agreed to
order all shoe products that it will sell in the United States, People's
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Republic of China, Australia, Taiwan, Hong Kong, Thailand, Singapore, Indonesia,
The Philippines, Malaysia, Vietnam and Laos from factories designated by APIDG.
As a result of the above transactions, Dean H. Boedeker and William J.
White, current directors of the Company, Donald W. Diones, a former director of
the Company, and Edward O. Byrne have exercised options for 400,000 shares of
Common Stock each at an exercise price of $0.03 per share.
In addition, in exchange for his prior services to the Company, Mr. Hunter
was entitled to receive 4,044,998 shares of Common Stock, Mr. Hunter directed
that 3,640,498.2 shares be issued in the name of Eleos Charitable Trust, the
beneficiaries of which are Mr. Hunter's wife and children and of which Mr.
Hunter is the sole trustee. Also in exchange for their services to the Company,
Roger R. Arthur, the Chief Executive Officer of the Company, received 1,754,167
shares of Common Stock and an option to purchase 500,000 shares of Common Stock
at an exercise price of $0.30 per share, Ronald W. Cameron, who it is proposed
will become the Vice President of Sales of the Company, received 302,385 shares
of Common Stock, and Lloyd A. Frederickson, who it is proposed will become the
Vice President of Finance of the Company, received 251,083 shares of Common
Stock. Also, Dean H. Boedeker, William J. White, Gerald C. Parker, Andrew M.
Badolato, Richard E. Flanigan and Antonio P. Gomes each received options to
purchase 500,000 shares of Common Stock at an exercise price of $0.30 per share.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements of Business Acquired. The financial statements
of Athletic Footwear, Inc. will be filed by an amendment to this Current
Report on Form 8-K not later than 60 days after the date that this Current
Report on Form 8-K is required to be filed.
b. Pro Forma Financial Information. The pro forma financial
information required to be filed as a part of this Current Report on Form
8-K will be filed by amendment to this Current Report on Form 8-K, not
later than 60 days after the date that this Current Report on Form 8-K is
required to be filed.
c. Exhibits.
10.1 Agreement and Bill of Sale dated April 10, 1998.
10.2 Assumption Agreement dated April 10, 1998.
10.3 Production and Inventory Dating Agreement dated April 10,
1998, as amended on April 30, 1998.
10.4 Binding Letter of Agreement dated April 23, 1998, as amended
on April 30, 1998.
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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 hereunto duly authorized.
Date: May 12, 1998
ORION FINANCIAL, LTD.
By: /s/ Roger R. Arthur
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Roger R. Arthur, Chief Executive Officer
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EXHIBIT INDEX
Page No.
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Exhibit 10.1 Agreement and Bill of Sale dated April 10, 1998.
Exhibit 10.2 Assumption Agreement dated April 10, 1998.
Exhibit 10.3 Production and Inventory Dating Agreement dated
April 10, 1998, as amended on April 30, 1998.
Exhibit 10.4 Binding Letter of Agreement dated April 23,
1998, as amended on April 30, 1998.
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