U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
LMC CAPITAL CORP.
(Exact name of small business issuer as specified in its charter)
COMMISSION FILE NUMBER: 000-31639
NEVADA 88-0436364
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2602-1111 Beach Avenue, Vancouver, British Columbia, V6E 1T9
(Address of principal executive offices)
(604) 608-4226
(Registrant's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
ITEM 5. Other Events
The Registrant has agreed, pursuant to a share purchase agreement executed
November 29, 2001 (the K-Tronik Agreement"), to purchase all of the issued and
outstanding shares of K-Tronik Int'l Corporation ("K-Tronik") from the two
holders of these shares: Mr. Robert Kim (47%) and ETIFF Holdings, LLC (a wholly
owned subsidiary of Eiger Technologies Inc., 53%) by way of the issuance of
6,714,286 common shares to Robert Kim and 7,571,428 common shares to ETIFF
Holdings, LLC ("ETIFF"). The Registrant's common shares issued to purchase the
K-Tronik shares are to be issued at a deemed price of $0.70 for a total purchase
price of $10,000,000.
As a condition of closing the K-Tronik Agreement, the Registrant has agreed,
prior to closing, to settle the debts of K-Tronik to its parent, ETIFF, in the
amount of $4,071,000 by way of the issuance to ETIFF of 4,071,000 common shares
of the Registrant at a deemed price of one common share per $1.00 of outstanding
debt principal.
Page 2
As a condition of closing, ETIFF must be granted the option (and shall exercise
the option) to purchase a total of 3,000,000 common shares of the Registrant
from existing shareholders of the Registrant . There are presently 4,500,000
common shares of the Registrant issued and outstanding.
K-Tronik is a leading, North American, electronic ballast manufacturer.
K-Tronik ballasts have recently been installed in JFK Airport, J.F. Kennedy
Center, Ford Motor Corporation, Chase Manhattan Bank, Citibank, Florida
Department of Transportation as well as numerous schools and hospitals
throughout United States. K-Tronik currently manufactures ballasts for the US,
Canadian, Asian, Latin-American and European markets.
K-Tronik is particularly active with supplying ESCOs (Energy Services Companies)
ballast products used in generating energy savings for customers' commercial and
industrial buildings.
The Registrant has also agreed, pursuant to a share purchase agreement executed
November 29, 2001 (the "Dae Gyung Agreement") to purchase all of the issued
and outstanding shares of Dae Gyung Corp. ("Dae Gyung") , a Korean corporation,
from Mr. T.W. Chung by way of issuance to Mr. Chung of 5,714,285 common shares
at a deemed price of $0.70 per common share (a deemed purchase price of
$4,000,000).
Dae Gyung is a manufacturer of electronic transformers and is a supplier of
these transformers to K-Tronik. Its operations are based in Korea and the
People's Republic of China.
Under the terms of the K-Tronik Agreement and the Dae Gyung Agreement, the
present directors and officers of the Registrant will resign on closing.
The Directors will be replaced by Mr. Keith Attoe (also Director and CFO of
Eiger Technologies Inc.), Mr. Gerry Racicot (also Director and President of
Eiger Technologies Inc.), Mr. Robert Kim (also Director and President of
K-Tronik) and Mr. T.W. Chung (also Director and President of Dae Gyung) . The
K-Tronik Agreement calls for the appointment of Mr. Robert Kim as President of
the Registrant, Mr. Keith Attoe as Treasurer and Mr. J.K. Lee (controller of
K-Tronik) as Secretary of the Registrant.
At the Registrant's annual meeting of shareholders held on November 13, 2001,
management of the Registrant reported to shareholders that negotiations were
under way which could conclude in the K-Tronik Agreement. As a result,
shareholders authorized the Directors of the Registrant, in their discretion, to
change the Registrant's name to "K-Tronik International Corp." in the event
that any share purchase agreement was concluded with the shareholders of
K-Tronik.
The K-Tronik Agreement and the Dae Gyung Agreement call for the share purchase
transactions to close on or before December 9, 2001 or such other day as the
parties may agree. The parties to the K-Tronik Agreement have orally agreed to
close on December 12, 2001 and the parties to the Dae Gyung Agreement have
orally agreed to close on December 31, 2001. The K-Tronik Agreement and the Dae
Gyung Agreement are attached hereto in their entirety as exhibits and may be
referred to for the complete terms of the two transactions including conditions
precedent to closing and representations and warranties of the parties. In the
event that closing does occur, the Registrant anticipates implementing the
approved name change.
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ITEM 7. Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
2.1 Share Purchase Agreement, dated effective November 9,
2001, between the Registrant, ETIFF Holdings Inc. and
Mr. Robert Kim concerning the purchase of all issued
shares of K-Tronik Int'l Corporation.
2.2 Share Purchase Agreement, dated effective November 29,
2001, between the Registrant and Mr. T.W. Chung
concerning the purchase of all issued shares of Dae
Gyung Corp.
99.1 Press release of Registrant dated December 4, 2001
announcing the K-Tronik Agreement and the Dae Gyung
Agreement.
SIGNATURE
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.
LMC CAPITAL CORP.
By: /s/ Philip Cassis
_________________________
Philip Cassis
Director and President.
December 4, 2001
Exhibit 2.1
ETIFF HOLDINGS, LLC
8025 Excelsior Drive
Suite 200
Madison, Wisconsin 53717
Tel: (608) 827-5300
Fax: (608) 827-5501
November 8, 2001
LMC Capital Corp.
Suite 2602 - 1111 Beach Ave
Vancouver, BC V6E 1T9
Dear Sir or Madam:
Re: Sale of all issued and outstanding shares of ("K-Tronik") to LMC
Capital Corp. ("LMC")
This agreement (the "Agreement") sets forth the terms and conditions of our
agreement whereby LMC Capital Corp. ("LMC") will purchase a 100% beneficial
right, title and interest in and to 53% of the issued and outstanding shares
(the "K-Tronik Majority Shares") of K-Tronik Int'l Corporation ("K-Tronik") from
ETIFF Holdings, Inc. ("ETIFF") and in and to 47 % of the issued and outstanding
shares (the "K-Tronik Minority Shares") from Mr. Robert Kim ("Mr. Kim"). The
K-Tronik Majority Shares and the K-Tronik Minority Shares shall be referred to,
collectively, as the "K-Tronik Shares".
In consideration of the sum of $10.00 paid to each of ETIFF, K-Tronik and to Mr.
Kim by LMC, the receipt and sufficiency of which is hereby acknowledged, and for
other good and valuable consideration, the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES
1.1 LMC represents and warrants to ETIFF, K-Tronik and Mr. Kim that:
(a) LMC is a valid and subsisting corporation duly incorporated and in
good standing under the laws of the State of Nevada;
(b) entering into this Agreement does not and will not conflict with,
and does not and will not result in a breach of, any of the terms of
its incorporating documents or any agreement or instrument to which
LMC is a party;
(c) this Agreement has been or will be authorized by all necessary
corporate action on the part of LMC; and
(d) LMC is in good standing with the Securities and Exchange Commission,
the Nevada Secretary of State and all other regulatory and statutory
bodies having jurisdiction over its business affairs.
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1.2 K-Tronik and ETIFF represent and warrant to LMC that:
(a) K-Tronik beneficially owns any and all rights to the business of
K-Tronik (the "Business and Intellectual Property");
(b) there are no outstanding agreements or options to acquire or
purchase any interest in any of the Business and Intellectual
Property, and no person has any royalty or other interest whatsoever
in the Business and Intellectual Property;
(c) entering into this Agreement does not and will not conflict with,
and does not and will not result in a breach of, any agreement or
instrument to which K-Tronik and / or ETIFF are party; and
(d) K-Tronik and ETIFF have due and sufficient right and authority to
enter into this Agreement in accordance with this Agreement, and
this Agreement has been or will be authorized by all necessary
action on the part of K-Tronik.
1.3 ETIFF and Mr. Kim represent and warrant to LMC that:
(a) they beneficially own, free and clear of all liens and encumbrances
of any kind, all of the K-Tronik Shares and the K-Tronik Shares
represent all of the issued and outstanding shares, of all types or
classes, of K-Tronik;
(b) there are no outstanding agreements or options to acquire or
purchase any interest in any of the K-Tronik Shares, and no person
has any royalty or other interest whatsoever in the K-Tronik Shares
(save and except that which is created in this Agreement and that
which vests in ETIFF itself); and
(c) entering into this Agreement does not and will not conflict with,
and does not and will not result in a breach of, any agreement or
instrument to which ETIFF is party.
2. PURCHASE AND SALE
2.1 ETIFF hereby agrees to sell to LMC, and LMC hereby agrees to purchase
from ETIFF, an undivided 100% beneficial right, title and interest in and
to the K-Tronik Majority Shares for a deemed price of $5,300,000 (the
"ETIFF Purchase Price"). The ETIFF Purchase Price shall be paid by way
of the issuance to ETIFF of 7,571,428 common shares of LMC (the "New LMC
Shares issued to ETIFF") at a deemed price of $0.70 per common share.
2.2 Mr. Kim hereby agrees to sell to LMC, and LMC hereby agrees to purchase
from ETIFF, an undivided 100% beneficial right, title and interest in and
to the K-Tronik Minority Shares for a deemed price of $4,700,000 (the
"Kim Purchase Price"). The Kim Purchase Price shall be paid by way of
the issuance to Mr. Kim of 6,714,286 common shares of LMC (the "New LMC
Shares issued to Mr. Kim") at a deemed price of $0.70 per common share.
Page 3
2.3 The New LMC Shares issued to Mr. Kim and the New LMC Shares issued to
ETIFF shall be referred to, collectively, as the "New LMC Shares".
2.4 As a condition of its sale of the K-Tronik Majority Shares, ETIFF shall
be granted the option (and shall exercise the option) to purchase a total
of 3,000,000 LMC Shares from the existing shareholders of LMC for a
purchase price of $30.
2.5 As a condition of the sale of the K-Tronik Shares, LMC shall agree to
settle the outstanding debts of K-Tronik to its parent, ETIFF, in the
amount of $4,071,000 by way of the issuance of 4,071,000 common shares of
LMC at a deemed price of one common share per $1.00 of outstanding debt
owed to ETIFF.
2.6 The New LMC Shares shall be placed in escrow for release as follows:
(a) 10% of the escrowed shares shall be released upon closing of the
transactions herein (the "First Release Date"); and
(b) 15% of the escrowed shares shall be released every six months (on
the six month anniversary of the First Release Date.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 Upon execution of this Agreement, ETIFF, LMC and K-Tronik shall take all
reasonable steps to:
(a) gain, prior to Closing, such approvals to the purchase and sale of
the K-Tronik Shares as may be required from K-Tronik and from
regulatory and statutory authorities having jurisdiction;
(b) at any time prior to Closing, not do or permit to be done any act or
thing which would or might in any way adversely affect the rights of
LMC hereunder;
(c) ensure that K-Tronik and LMC (through its ownership of the K-Tronik
Shares) will have, upon Closing, exclusive and quiet possession of
the Business and Intellectual Property, without the occupation of
the same or any part thereof by any other person; and
(d) Upon Closing, LMC shall take all reasonable steps and make all
reasonably necessary efforts to ensure that its common shares are
posted for trading through the facilities of the NASD's OTCBB and
shall further take all reasonably necessary efforts to ensure the
New LMC Shares issued to Mr. Kim and to ETIFF are registered for
resale in the United States under the Securities Exchange Act of
1934.
4. CLOSING
4.1 The closing of the purchase of the K-Tronik Shares (the "Closing") shall
occur no later than 10 business days following the later of the date of
any required regulatory approval to this transaction being granted or the
date of execution of this Agreement unless otherwise agreed by LMC,
ETIFF, Mr. Kim and K-Tronik.
4.2 Upon Closing, the Directors of LMC shall concurrently resign and shall
appoint to the Board of Directors of LMC Keith Attoe, Gerry Racicot,
Robert Kim and T.W. Chung provided each consents to so act. The present
Page 4
President, Secretary and Treasurer of LMC shall resign and the new Board
of Directors shall appoint Robert Kim as President, Keith Attoe as
Treasurer and J.K. Lee as Secretary provided each consents to so act.
4.3 Upon Closing, the sole shareholder of K-Tronik (which shall then be LMC)
shall hold a shareholders' meeting for K-Tronik and shall confirm the
appointment of the present President and Directors of K-Tronik.
5. MISCELLANEOUS
5.1 Any notice to be required or permitted hereunder will be in writing and
sent by delivery, facsimile transmission, or prepaid registered mail
addressed to the party entitled to receive the same, or delivered to such
party at the address specified above, or to such other address as either
party may give to the other for that purpose. The date of receipt of any
notice, demand or other communication hereunder will be the date of
delivery if delivered, the date of transmission if sent by facsimile, or,
if given by registered mail as aforesaid, will be the date on which the
notice, demand or other communication is actually received by the
addressee.
5.2 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, successors and
permitted assigns.
5.3 Each of the parties hereto agrees that it shall be responsible for its
own legal expenses and disbursements relating to this Agreement and the
negotiation and preparation of any further agreements.
5.4 This Agreement shall be interpreted and construed in accordance with the
laws of the State of New Jersey and the parties agree to attorn to the
courts thereof.
5.5 All dollar figures in this Agreement are given in valid currency of the
United States of America.
5.6 This Agreement may be executed by facsimile and in counterpart.
5.7 All amendments to this Agreement must be in writing and signed by all of
the parties hereto.
5.8 The interests, rights and obligations of the parties herein may not be
assigned, sold, transferred or otherwise conveyed without the express
written consent of the parties hereto.
5.9 All parties have been advised to seek independent legal advice with
respect to applicable securities, tax and other laws, statutes and
regulations and with respect to their review of this Agreement.
If the above terms and conditions accurately record your understanding of our
agreement, please so acknowledge by signing a copy of this Agreement in the
Page 5
space provided below turning the same to us at your earliest convenience. Upon
your execution thereof, this Agreement will constitute a legal and binding
agreement subject to its terms.
Yours truly,
ETIFF HOLDINGS, LLC
/s/ Jerry Racicot
________________________
Operating Manager
The terms of the Agreement above are hereby read, understood, acknowledged,
accepted and consented to (should such consent by required) by the undersigned
effective the 8th day of November, 2001.
MR. ROBERT KIM
___________________________
LMC CAPITAL CORP.
/s/ Philip Cassis
____________________________
Authorized Signatory
K-TRONIK INT'L CORPORATION
/s/ Robert Kim
____________________________
Authorized Signatory
Exhibit 2.2
DAE GYUNG CORP.
November 29, 2001
LMC Capital Corp.
Suite 2602 - 1111 Beach Ave
Vancouver, BC V6E 1T9
Dear Sir or Madam:
Re: Sale of all issued and outstanding shares of Dae Gyung Corp. ("Dae
Gyung") to LMC Capital Corp. ("LMC")
This agreement (the "Agreement") sets forth the terms and conditions of our
agreement whereby LMC Capital Corp. ("LMC") will purchase a 100% beneficial
right, title and interest in and to 100% of the issued and outstanding shares of
Dae Gyung Corp., a company incorporated under the laws of Republic of Korea
("Dae Gyung") from T.W. Chung ("CHUNG"). The Dae Gyung shares shall be referred
as the "Shares".
In consideration of the sum of $10.00 paid to each of Dae Gyung and CHUNG by
LMC, the receipt and sufficiency of which is hereby acknowledged, and for other
good and valuable consideration, the parties hereto agree as follows:
1. REPRESENTATIONS AND WARRANTIES
1.1 LMC represents and warrants to CHUNG, and to Dae Gyung that:
(a) LMC is a valid and subsisting corporation duly incorporated and in
good standing under the laws of the State of Nevada;
(b) entering into this Agreement does not and will not conflict with,
and does not and will not result in a breach of, any of the terms of
its incorporating documents or any agreement or instrument to which
LMC is a party;
(c) this Agreement has been or will be authorized by all necessary
corporate action on the part of LMC; and
(d) LMC is in good standing with the Securities and Exchange Commission,
the Nevada Secretary of State and all other regulatory and statutory
bodies having jurisdiction over its business affairs.
1.2 Dae Gyung and CHUNG represent and warrant to LMC that:
(a) Dae Gyung beneficially owns any and all rights to the business,
real property, intellectual property and goodwill of Dae Gyung (the
"Business and Property");
(b) there are no outstanding agreements or options to acquire or
purchase any interest in any of the Business and Property, and no
person has any royalty or other interest whatsoever in the Business
and Property except as disclosed herein;
Page 2
(c) entering into this Agreement does not and will not conflict with,
and does not and will not result in a breach of, any agreement or
instrument to which Dae Gyung and / or CHUNG are party; and
(d) Dae Gyung and CHUNG have due and sufficient right and authority to
enter into this Agreement in accordance with this Agreement, and
this Agreement has been or will be authorized by all necessary
action on the part of Dae Gyung.
(e) There have been no material adverse change in the business, affairs,
prospects, operations or condition of the business, financial or
otherwise, howsoever arising that are substantially different from
Dae Gyung's disclosure as stated in the Dae Gyung's financial
statements as of June 30, 2001.
1.3 CHUNG represents and warrants to LMC that:
(a) he beneficially owns, free and clear of all liens and encumbrances
of any kind, all of the Shares and the Shares represent all of the
issued and outstanding shares, of all types or classes, of Dae
Gyung;
(b) there are no outstanding agreements or options to acquire or
purchase any interest in any of the Shares, and no person has any
royalty or other interest whatsoever in the Shares (save and except
that which is created in this Agreement and that which vests in
CHUNG himself); and
(c) entering into this Agreement does not and will not conflict with,
and does not and will not result in a breach of, any agreement or
instrument to which CHUNG is party.
2. PURCHASE AND SALE
2.1 CHUNG hereby agrees to sell to LMC, and LMC hereby agrees to purchase
from CHUNG, an undivided 100% beneficial right, title and interest in and
to the Shares for a deemed price of $4,000,000 (the "CHUNG Purchase
Price"). The CHUNG Purchase Price shall be paid by way of the issuance
to CHUNG of 5,714,285 common shares of LMC (the "New LMC Shares issued to
CHUNG") at a deemed price of $0.70 per common share.
2.2 The New LMC Shares issued to CHUNG shall be referred to as the "New LMC
Shares".
2.3 The New LMC Shares shall be restricted for a period of one (1) year from
the date of trading unless the Board of Directors lifts such restriction
prior to the said one (1) year period. The New LMC Shares shall be
placed in escrow for release as follows:
(a) 10% of the escrowed shares shall be released upon lifting of the
restriction on trade as above stated or one year after the date of
trading, which ever comes first (the "First Release Date"); and
Page 3
(b) 15% of the escrowed shares shall be released every six months (on
the six month anniversary of the First Release Date).
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 Upon execution of this Agreement, CHUNG, LMC and Dae Gyung shall take all
reasonable steps to:
(a) gain, prior to Closing, such approvals to the purchase and sale of
the Shares as may be required from Dae Gyung and from regulatory and
statutory authorities having jurisdiction including, without
limiting the generality of the foregoing, the written consent of the
directors and officers of Dae Gyung to the terms of this Agreement
(in a form required by the corporate counsel of LMC);
(b) at any time prior to Closing, not do or permit to be done any act or
thing which would or might in any way adversely affect the rights of
LMC hereunder; and
(c) ensure that Dae Gyung and LMC (through its ownership of the Shares)
will have, upon Closing, exclusive and quiet possession of the
Business and Property, without the occupation of the same or any
part thereof by any other person.
(d) Upon Closing, LMC shall take all reasonable steps and make all
reasonably necessary efforts to ensure that its common shares are
posted for trading through the facilities of the NASD's OTCBB and
shall further take all reasonably necessary efforts to ensure the
new LMC Shares issued to CHUNG are registered for resale in the
United States under the Securities Exchange Act of 1934.
4. CLOSING
4.1 The closing of the purchase of the Shares (the "Closing") shall occur no
later than 10 business days following the later of the date of any
required regulatory approval being granted or the date of execution of
this Agreement unless otherwise agreed by LMC, CHUNG, and Dae Gyung.
4.2 Upon Closing, the Directors of LMC shall appoint to the Board of
Directors of LMC CHUNG should he consent to so act.
4.3 Upon Closing, the sole shareholder of Dae Gyung (which shall then be
LMC) shall hold a shareholders' meeting for Dae Gyung and shall confirm
the appointment of the present President and Directors of Dae Gyung.
5. MISCELLANEOUS
5.1 Any notice to be required or permitted hereunder will be in writing and
sent by delivery, facsimile transmission, or prepaid registered mail
addressed to the party entitled to receive the same, or delivered to such
Page 4
party at the address specified above, or to such other address as either
party may give to the other for that purpose. The date of receipt of any
notice, demand or other communication hereunder will be the date of
delivery if delivered, the date of transmission if sent by facsimile, or,
if given by registered mail as aforesaid, will be the date on which the
notice, demand or other communication is actually received by the
addressee.
5.2 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, successors and
permitted assigns.
5.3 Each of the parties hereto agrees that it shall be responsible for its
own legal expenses and disbursements relating to this Agreement and the
negotiation and preparation of any further agreements.
5.4 This Agreement shall be interpreted and construed in accordance with the
laws of the State of New Jersey and the parties agree to attorn to the
courts thereof.
5.5 All dollar figures in this Agreement are given in valid currency of the
United States of America.
5.6 This Agreement may be executed by facsimile and in counterpart.
5.7 All amendments to this Agreement must be in writing and signed by all of
the parties hereto.
5.8 The interests, rights and obligations of the parties herein may not be
assigned, sold, transferred or otherwise conveyed without the express
written consent of the parties hereto.
5.9 All parties have been advised to seek independent legal advice with
respect to applicable securities, tax and other laws, statutes and
regulations and with respect to their review of this Agreement.
If the above terms and conditions accurately record your understanding of our
agreement, please so acknowledge by signing a copy of this Agreement in the
space provided below turning the
same to us at your earliest convenience. Upon your execution thereof, this
Agreement will constitute a legal and binding agreement subject to its terms.
Yours truly,
DAE GYUNG CORP.
By: /s/ T.W. Chung
_______________________
A.S.O.
Page 5
The terms of the Agreement above are hereby read, understood, acknowledged,
accepted and consented to (should such consent by required) by the undersigned
effective the 29th day of November, 2001.
/s/ T.W. Chung
___________________________
MR. T.W. CHUNG
LMC CAPITAL CORP.
/s/Philip Cassis
___________________________
Authorized Signatory
Exhibit 99.1
LMC CAPITAL CORP.
Suite 2602 - 1111 Beach Ave
Vancouver, BC
V6C 2T6
Tel: (604) 608-4226
Fax: (604) 608-4223
NEWS RELEASE
December 6, 2001
REVERSE ACQUISITION OF LMC BY K-TRONIK INT'L CORPORATION
AND PURCHASE OF DAE GYUNG CORP.
The Company is pleased to announce that it has, effective November 29, 2001,
entered into agreements to engage in a reverse acquisition with K-Tronik Int'l
Corporation and to purchase all of the issued and outstanding shares of Dae
Gyung Corp.
REVERSE ACQUISITION OF LMC BY K-TRONIK INT'L CORPORATION
The Company has agreed, pursuant to a share purchase agreement executed November
29, 2001 (the K-Tronik Agreement"), to purchase all of the issued and
outstanding shares of K-Tronik from the two holders of these shares: Mr. Robert
Kim (47%) and ETIFF Holdings, LLC (a wholly owned subsidiary of Eiger
Technologies Inc., 53%) by way of the issuance of 6,714,286 common shares to
Robert Kim and 7,571,428 common shares to ETIFF Holdings, LLC ("ETIFF"). The
price of the Company's shares issued to purchase the K-Tronik shares is deemed
to be $0.70 for a total purchase price of $10,000,000.
As a condition of closing the K-Tronik Agreement, the Company has agreed to
settle the debts of K-Tronik to its parent, ETIFF, in the amount of $4,071,000
by way of the issuance to ETIFF of 4,071,000 common shares of the Company at a
deemed price of one common share per $1.00 of outstanding debt principal.
As a condition of closing, ETIFF must be granted the option (and shall exercise
the option) to purchase a total of 3,000,000 common shares of the Company from
existing shareholders of the Company . There are presently 4,500,000 common
shares of the Company issued and outstanding.
K-Tronik is a Nevada company with operations in New Jersey and Korea. It
conducts its manufacturing operations in Korea through a Korean subsidiary.
K-Tronik manufactures and distributes electronic ballasts. Its marketing and
distribution efforts are centered primarily in its head offices in the State of
New Jersey and its product focus is centered primarily on electronic ballasts
designed for energy efficiency and cost savings.
The K-Tronik Agreement and reverse acquisition are anticipated to close on
December 12, 2001.
PURCHASE OF DAE GYUNG CORP.
The Company has agreed, pursuant to a share purchase agreement executed November
29, 2001 (the "Dae Gyung Agreement") to purchase all of the issued and
outstanding shares of Dae Gyung Corp. ("Dae Gyung") , a Korean corporation, from
Mr. T.W. Chung by way of issuance to Mr. Chung of 5,714,285 common shares at a
deemed price of $0.70 per common share (a deemed purchase price of $4,000,000).
Dae Gyung is a manufacturer of electronic transformers and is a supplier of
these transformers to K-Tronik
The purchase of Dae Gyung is anticipated to close on December 31, 2001.
APPOINTMENT OF DIRECTORS AND OFFICERS
Under the terms of the K-Tronik Agreement and the Dae Gyung Agreement, the
present directors and officers of the Company will resign on closing.
The Directors will be replaced by Mr. Keith Attoe (Director and CFO of Eiger
Technologies Inc.), Mr. Gerry Racicot (Director and President of Eiger
Technologies Inc.), Mr. Robert Kim (Director and President of K-Tronik) and Mr.
T.W. Chung (Director and President of Dae Gyung) . The K-Tronik Agreement calls
for the appointment of Mr. Robert Kim as President of the Company, Mr. Keith
Attoe as Treasurer and Mr. JK. Lee (controller of K-Tronik) as Secretary of the
Company.
CHANGE OF NAME TO "K-TRONIK INTERNATIONAL CORP."
At the Company's annual meeting of shareholders held on November 13, 2001,
management of the Company reported to shareholders that negotiations were under
way which could conclude in the K-Tronik Agreement and the Dae Gyung Agreement.
As a result, shareholders authorized the Directors of the Company, in their
discretion, to change the Company's name to "K-Tronik International Corp." in
the event that any share purchase agreement was concluded with the shareholders
of K-Tronik.
The K-Tronik Agreement and the Dae Gyung Agreement call for the share purchase
transactions to close on or before December 9, 2001 or such other day as the
parties may agree. The parties have agreed orally to close the K-Tronik
Agreement and reverse acquisition on December 12, 2001 and anticipate closing
the purchase of Dae Gyung on December 31, 2001. In the event that closing of
the reverse acquisition of K-Tronik does occur, the Company anticipates
implementing the approved name change.
Further information concerning the K-Tronik Agreement and the Dae Gyung
Agreement, including an 8K filing with the SEC concerning the change of control
of the Company on closing, will be disseminated to shareholders and other
parties upon or soon after closing. The Company is a domestic reporting issuer
under the Securities Exchange Act of 1934.
ON BEHALF OF THE BOARD OF DIRECTORS OF LMC CAPITAL CORP.
By: /s/ Philip Cassis By: /s/ William J. Little By: /s/ Christopher D. Farber
______________________ ______________________ _________________________
Philip Cassis, William J. Little Christopher D. Farber
Director and President Director and Treasurer Director and Secretary