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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
DATE OF REPORT (Date of earliest event reported): November 16, 1999
WINDSTAR RESOURCES, INC
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(Exact name of registrant as specified in its charter)
ARIZONA 333-3074 37-1356503
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
528 Fon du Lac Drive, East Peoria, Illinois 61611
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(Address of principal executive offices) (Zip code)
(309) 699-8725
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT. The information set forth below under
"Item 2. Acquisition or Disposition of Assets" is incorporated herein by
reference.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 17, 1999 ("Closing
Date"), pursuant to an Acquisition Agreement dated November 17, 1999 by and
between the Registrant and NEXLAND, INC, a Florida corporation ("NEXL") based in
Aventura, Florida, BH Investors Group LLC, High-Speed Venture LLC, Fast-Access
Group LLC, Andre Chouraqui, Broadband Investor Group LLC and Kluger, Peretz,
Kaplan and Berlin, P.A. ("KPKB"), (collectively the "Shareholders"), the
Shareholders owning 100% of all outstanding shares of NEXL ("NEXL Stock"),
exchanged their NEXL Stock for 29,500,000 "restricted" common shares of the
Registrant ("Registrant's Shares"). In addition to the exchange of shares, NEXL
paid Registrant $25,000 to retire partial creditor debt. The consideration for
the acquisition of NEXL was determined through negotiations between the
management of NEXL and the Registrant.
On the Closing Date, Fred R. Schmid resigned as President, Chief
Executive Officer and a director of the Registrant, Dale Runyon resigned as
Board Chairman, Allan Hubbard resigned as director and Robert Brown resigned as
director. Richard Steeves resigned as treasurer but has stayed on as director
and secretary of Registrant. All Registrant's employees have agreed to terminate
any employment agreements between them and the Registrant, and to waive all
claims against the Registrant, including but not limited to any rights to
receive any and all severance benefits for stock, outstanding fees and claims
for past salaries or claims for issuance of the stock of the Registrant upon any
subsequent termination of employment; provided, however, that the Registrant has
agreed to retire $274,442 outstanding liabilities by registering 274,442 common
shares and paying the liabilities at a rate of $1.00 per share. These
liabilities include $136,422 in past salary due to Mr. Schmid. An additional
107,751 restricted shares will be used to retire other liabilities.
Immediately following the resignations, Gregory S. Levine became a
member of the Board of Directors of the Registrant. On the Closing Date, the
Board of Directors of the Registrant elected Gregory S. Levine as President of
the Registrant.
At the date of Closing, Registrant had 50,000,000 par value $0.0001
common shares authorized and 4,212,530 common shares outstanding. Ten million
(10,000,000) shares of preferred stock are issued with none outstanding. The
Registrant also has issued and outstanding 1,541,558 Class A warrants, 1,600,000
Class B Warrants and options to purchase 320,000 shares of its common stock.
As a result, after the acquisition of the Registrant, there are a total
of 33,712,530 Registrant's shares outstanding of which the Shareholders will own
88% of the outstanding shares. The net effect of the transaction adjusts only
the shares outstanding. As a result of this transaction, the NEXL Shareholders
will have control of the Registrant, accordingly, the transaction is to be
accounted for as a reverse acquisition whereby NEXL is deemed the acquirer.
2
A reverse acquisition transaction with NEXL, a closely held, private
company would permit NEXL to become a public company using Registrant as a means
of achieving this goal. The reverse acquisition company candidate in that case
would have the major stock and control position in the company and all current
shareholders' stock position in the Registrant would be significantly diluted.
Since NEXL is not a gold mining company the Registrant's activities will move in
another direction, away from mining. NEXL is a hardware manufacturer in the
internet sharing and security business. NEXL manufactures Internet Sharing Boxes
(ISBs) that enable any entity with an ethernet network to cost effectively share
secure Internet access and e-mail across that network.
NEXL will assume management responsibilities for the Registrant,
replace the existing board of directors with interim members until the annual
shareholders meeting, at which time shareholders can elect the candidates,
obtain a new trading symbol for the Company's stock, and be fully responsible
for continuing to file the necessary quarterly and annual reports to the
Securities and Exchange Commission, in order to maintain the Company's OTC-BB
listing as a public company. In addition, the Registrant intends to change its
name to Nexland, Inc.
ITEM 5. OTHER EVENTS. Pursuant to the terms of the Acquisition Agreement dated
November 17, 1999, Fred R. Schmid, Inc.("Schmid Inc."), a company owned by the
Registrant's former president and director, entered into a two (2) year
consulting agreement effective November 16, 1999. The consulting agreement is
subject to renewal for two successive terms unless either party gives the other
timely notice of termination. Schmid Inc.'s compensation shall be five thousand
(5,000) common shares of the Registrant per month of service. The Registrant has
agreed to register such shares on Form S-8, or such other form as may be
appropriate. In addition, Fred R. Schmid will act as a non-voting advisor to the
Registrant's Board of Directors for a period of three (3) years from the Closing
Date. A copy of the consulting agreement is attached as an exhibit to this Form
8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial statements required to be filed by this item will be filed by
amendment no later than sixty (60) days from the Closing Date.
The Acquisition Agreement and exhibits (including the Fred R. Schmid
consulting agreement) and Press release announcing the merger, have been filed
as exhibits to this Form 8- K, and are incorporated herein by reference. The
descriptions of the Registrant's merger of NEXL herein do not purport to be
complete and are qualified in their entirety by the provisions of the
Acquisition Agreement and exhibits.
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SIGNATURES
PURSUANT TO THE TERMS OF THE Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
WINDSTAR RESOURCES, INC.
Date: December 2, 1999 /s/ Gregory S. Levine
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GREGORY S. LEVINE, President
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EXHIBIT 1.1
PAYMENT SCHEDULE AT TIME OF CLOSING: November 17, 1999
The following accounts will be paid from the $25,000 released from escrow at
Closing:
Amount
Accrued Payroll Tax $ 1,925.00
Conrad C. Lysiak, Esq. 12,032.66
Fennamore Craig, Esq. 422.53
Fred R. Schmid (Accrued Exp. & Int) 1,063.69
Jersey Transfer & Trust Co. 1,765.00
RGS Services (Notes & Int.) 1,700.55
Robert Moe (Note & Int.) 2,390.80
Williams & Webster 1,600.00
Getzwell Mining (Note & Int.) 456.00
RFS Mining (Int on Note) 1,540.52
Misc. postage, stamps 103.25
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$25,000.00
SCHEDULE 5.6
PROPERTY (Real or Personal) OWNED BY NEXL
SEE ATTACHED:
Schedule 5.6
Int. Cl.: 9
Prior U.S. Cls.: 21, 23, 26, 36, and 38 Reg. No. 2,252,464
United States Patent and Trademark Office Registered June 15, 1999
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TRADEMARK
PRINCIPAL REGISTER
NEXLAND
NEXLAND, INC. (FLORIDA CORPORATION)
P.O. BOX 9096
DAYTONA BEACH, FL 32120
FOR: COMPUTERS AND DATA PROCESSING EQUIPMENT, NAMELY, AN ADAPTOR FOR
CONNECTING MULTIPLE USERS ON A LOCAL AREA NETWORK TO A SINGLE CONNECTION
PROVIDING SUCH USERS SIMULTANEOUS AND INDEPENDENT ACCESS TO A GLOBAL NETWORK OF
COMPUTER DATA-BASES, IN CLASS 9, (U.S. CLS.: 21, 23, 26, 36 AND 38).
FIRST USE 12-0-1994; IN COMMERCE 11-14-1997.
SER. NO. 75-302.068, FILED 5-28-1997.
JENNIFER KRISP, EXAMINING ATTORNEY
Schedule 5.6
Int. Cl.: 9
Prior U.S. Cls.: 21, 23, 26, 36, and 38 Reg. No. 2,264,017
United States Patent and Trademark Office Registered July 27, 1999
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TRADEMARK
PRINCIPAL REGISTER
THE INTERNET SHARING BOX
NEXLAND, INC. (FLORIDA CORPORATION)
P.O. BOX 9096
DAYTONA BEACH, FL 32120
FOR: COMPUTERS AND DATA PROCESSING EQUIPMENT, NAMELY, AN ADAPTOR FOR
CONNECTING MULTIPLE USERS ON A LOCAL AREA NETWORK TO A SINGLE CONNECTION
PROVIDING SUCH USERS SIMULTANEOUS AND INDEPENDENT ACCESS TO A GLOBAL NETWORK OF
COMPUTER DATA-BASES, IN CLASS 9, (U.S. CLS.: 21, 23, 26, 36 AND 38).
FIRST USE 5-0-1997; IN COMMERCE 11-14-1997.
NO CLAIM IS MADE TO THE EXCLUSIVE RIGHT TO USE "INTERNET", APART FROM
THE MARK AS SHOWN.
SER. NO. 75-295.196, FILED 5-28-1997.
JENNIFER KRISP, EXAMINING ATTORNEY