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
November 5, 1999
Date of Report
(Date of Earliest Event Reported)
VAN AMERICAN CAPITAL, LTD.
(Exact Name of Registrant as Specified in its Charter)
27201 Tourney Rd.
Suite 125
Valencia, CA 91355
(Address of principal executive offices)
(661) 286-1333
(661) 286-1336 (fax)
Registrant's telephone number
Nevada 0-25275 91-1918742
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Acquisition Agreement and Plan of Merger (the
"Merger Agreement") dated as of October 12, 1999 between Van American
Capital, LTD. ("VAC"), a Nevada corporation, and Salesrepcentral.com, Inc.
("SRC"), a Nevada corporation, all the outstanding shares of common stock
of SRC were exchanged for 9,798,150 shares of common stock of VAC in a
transaction in which VAC was the surviving corporation.
Concurrent with the closing of the Merger each share of common stock,
par value $.001 per share of SRC (individually a "SRC Share" and
collectively, the "SRC Shares") issued and outstanding immediately prior to
the Merger was, by virtue of the Merger converted into fully paid and
nonassessable VAC common shares determined by dividing (i) Nine Million
Seven Hundred Ninety-Eight Thousand, One Hundred and Fifty (9,798,150), by
(ii) the total number of shares of SRC, Twenty Million Seven Hundred Fifty
Thousand (20,750,000) outstanding immediately prior to the Merger (such
quotient, the "Exchange Ratio"). The holder of one or more shares of SRC
common stock was entitled to receive in exchange therefor a number of
shares of VAC Common Stock equal to the product of (x) (the number of
shares of SRC common stock (20,750,000)), times (y) (the Exchange Ratio.
VAC Shares and SRC Shares are sometimes referred to collectively herein as
"Shares." By way of example, 9,798,150 / 20,750,000 = .4722 (the Exchange
Ratio). The number of shares of SRC common stock held by a stockholder
(100,000) times the Exchange Ratio of .4722 equals 47,220 shares of VAC
Shares to be issued.
In addition to the common shares of VAC issued, each share of common
stock, par value $.001 per share of SRC (individually a "SRC Share" and
collectively, the "SRC Shares") issued and outstanding immediately prior to
the Merger was, by virtue of the Merger to receive fully paid and
nonassessable VAC preferred shares determined by dividing (i) Fourteen
Thousand Five Hundred and Twenty-Five (14,525), by (ii) the total number of
shares of SRC, Twenty Million Seven Hundred Fifty Thousand (20,750,000)
outstanding immediately prior to the Effective Time (such quotient, the
"Exchange Ratio"). The holder of one or more shares of SRC common stock
shall be entitled to receive in exchange therefor a number of shares of VAC
preferred stock equal to the product of (x) (the number of shares of SRC
Common Stock (20,750,000)), times (y) (the Exchange Ratio. VAC Shares and
SRC Shares are sometimes referred to collectively herein as "Shares." By
way of example, 14,525/20,750,000 = .0007 (the Exchange Ratio). The number
of shares of SRC common stock held by a stockholder (100,000) times the
Exchange Ratio of .0007 equals 70 shares of VAC preferred shares to be
issued.
The Merger Agreement was adopted by the unanimous consent of the Board
of Directors of SRC on October 12, 1999. The Merger Agreement was adopted
by the unanimous consent of the Board of Directors of VAR on October 12,
1999. The Articles of Merger were filed on October 27, 1999.
The officers of SRC will continue as officers of the survivor issuer.
At the time of the Merger each of SRC and VAC took such action as was
necessary (i) to cause the number of directors comprising the full Board of
Directors of VAC to be one (1) person and (ii) to cause Ralph Massetti
(the "SRC Designee") to be elected as director of VAC. At the time of the
Merger and until successors are duly elected or appointed and qualified in
accordance with applicable law, Ralph Massetti shall be Chief Executive
Officer, President Chairman, Secretary, and Treasurer of VAC.
A copy of the Merger Agreement is filed as an exhibit to this Form 8-K and
is incorporated in its entirety herein. The foregoing description is
modified by such reference.
(b) The following table contains information regarding the
shareholdings of VAC's current directors and executive officers and those
persons or entities who beneficially own more than 5% of its common stock
(giving effect to the exercise of the warrants held by each such person or
entity):
Amount of Common Percent of
Stock Beneficially Common Stock
Name Owned (1) Beneficially Owned(2)
Ralph Massetti 9,444,000 65%
President
(1) Based upon 14,624,400 outstanding shares of common stock
(subsequent to the merger).
(2) Assumes exercise of warrants, options or other rights to purchase
securities held by the named shareholder exercisable within six months
of the date hereof.
(3) Does not take into account the dilution as the result of the
conversion of Preferred Shares to Common Shares.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Merger Agreement was
negotiated between SRC and VAC.
BUSINESS
Salesrepcentral.com plans to be the Internet's leading on-line sales
community, targeting professional sales representatives, corporate
executives, and business managers/owners.
Salesrepcentral is designed to provide a comprehensive "portal" of
resources that meet all the daily needs of the professionals in our target
group, and to provide a legitimate meeting place and commerce site
dedicated to their field of expertise.
Our portal network consists of a main, or homepage that delivers up-to-the-
minute news, stock quotes, weather, events, and sales-related information.
Marketing
Salesrepcentral.com believes that our targeted segment of professionals is
an ideal mix of demographics.
There are approximately 10.5 million professional sales representatives and
executive-level corporate executives in the U.S. alone. This number is
expected to increase to almost 13.5 million by 2004. Additionally, the on-
line usage rate of this segment is estimated at over 80% and the average
income of this group is among the top 5% in the nation.
This precisely targeted, affluent and overlooked demographic user group has
disposable income, expense accounts, and the need to stay on top of
technological advances and the latest sales and marketing tools.
The demographics make this segment an ideal market for a web-based
enterprise that exclusively targets their business needs.
Employees
VAC has 8 employees of which 6 are in administration and 2 are in marketing
and sales. Additionally, salesrepcentral.com has retained contracts with
numerous design and technical contractors for site development. It is
expected that salesrepcentral.com will hire approximately 12-15 additional
employees once their web portal launches on January 3, 2000.
Property
VAC maintains its administrative offices at 27201 Tourney Rd., Suite 125
Valencia, CA 91355 under an annual lease of $ 3042.00 per month for
approximately 1690 square feet.
Litigation
There is no outstanding litigation in which the Company is involved and the
Company is unaware of any pending actions or claims against it.
Description of Securities
The Company has an authorized capitalization of 50,000,000 shares of common
stock, $.001 par value per share and 10,000,000 preferred stock, $.001 par
value. As a result of the Merger the Company has 14,624,400 shares of
common stock issued and outstanding and 14,700 shares of preferred stock
issued and outstanding.
MARKET FOR VAC's SECURITIES
VAC is a reporting publicly traded company. VAC's common stock is traded
on the NASD OTC Bulletin Board under the symbol VMRC.
The following table represents the average prices for the Company's common
stock for the following period:
High Low Closing
Bid Bid Bid Volume
October,1999 1.81 1.75 1.80 5,236
MANAGEMENT
Name Age Title
Ralph Massetti 33 CEO, President, Secretary, Treasurer and Sole Director
Kevin Gilbert 39 Sales Vice-President
Shelly Lyons 33 Content Director
Richard Camp 38 Lending Services Director
Chris Cowan 27 Creative Director
Ralph Massetti, Founder of salesrepcentral.com, Inc. CEO, President,
Secretary, Treasurer and the sole Director of the Corporation, brings over
12 years of professional sales and management experience to the
organization. Previous to salesrepcentral.com's founding he served as a
Consulting Marketing Specialist for Computer Associates, Inc. marketing
enterprise management software solutions at the officer level among the
nations largest organizations. He has earned a Bachelors and Masters in
Business Administration and is currently in progress of a Masters in
Finance with a specialization in High Technology. He has extensive
internet and technical training and experience and has also worked and
trained as a licensed Stockbroker for Morgan Stanley Dean Witter. Raised
in Chicago, he has worked in Los Angeles for 10 years.
Kevin Gilbert, Sales Vice-President of salesrepcentral.com, Inc. began his
professional career with over 11 years of technical and engineering service
with Hewlett Packard, Inc. During the last 10 years he has successfully
served in a variety of professional senior sales positions in the technical
hardware and software industries. Most recently, Kevin has held a position
as a Consultative Marketing Specialist with Computer Associates, Inc. where
he earned a reputation among the best sales representatives in the company,
winning essentially every company sponsored sales incentive. Kevin earned
a Bachelor of Science in Electrical Engineering Degree in 1980.
Shelly Lyons, Content Director of salesrepcentral.com, Inc. oversees all
licensed and proprietary content and leads the marketing efforts in the E-
commerce sections. After earning her Bachelor of Arts in English Literature
at California State University at Los Angeles in 1990, Shelly wrote for
Valley Magazine and The L.A. Weekly. Her Web career began in 1995 as a
news writer for MSNBC in Burbank. In 1996 she became an editor at a start-
up called Ultimatetv.com, which was recently acquired by Tribune Media
Services. There she pursued and transacted for the site to produce the
first-ever TV premiere on the Web.
Richard Camp, Lending Services Director of salesrepcentral.com, Inc. will
draw on his experience with lenders and underwriters to expedite the best
placement of customer loans and financial services. He combines a decade
of real estate experience with a career in the financial services. As a
licensed California real estate broker, Richard formerly held the position
of President of Superior Financial, a successful California real estate
lending corporation. He also holds numerous securities licenses from his
experience as a stockbroker for Morgan Stanley Dean Witter. Richard is a
graduate of University of Southern California's legal program and there
received a Masters of Arts degree in History.
Chris Cowan, Creative Director of salesrepcentral.com, Inc. forges the
digital presence and manages the entire look of SalesRepCentral.com. He
holds a degree in Information Management and Technology with an emphasis in
Graphic Communications from Arizona State University. His work on several
web sites has received awards, including: Starwood Hotels and Resorts
Luxury Collection, chosen by the Web Marketing Association as the 1998 Best
Hotel Site of the Year, and Westin Hotels & Resorts, named Best Hospitality
Web Site by Hospitality Sales and Marketing Association (HSMAI). Other
sites include: Bellagio Las Vegas, UDC Homes, and Doubletree Hotels.
Executive Compensation
The sole director, Ralph Massetti, of the Company hold office until the
next annual meeting of shareholders or until their successors are elected
and qualified. At present, the Company's Bylaws provide for not less than
one nor more than seven directors. Currently, there is one director of the
Company. The Bylaws permit the Board of Directors to fill any vacancy and
such director may serve until the next annual meeting of shareholders or
until his successor is elected and qualified. Officers serve at the
discretion of the Board of Directors.
RISK FACTORS
Competition from larger and more established companies may hamper
marketability. VAC may face intense competition from similar, more well-
established competitors, including national, regional and local companies
possessing substantially greater financial, marketing, personnel and other
resources than VAC.. VAC may not be able to market or sell its products if
faced with direct product competition from these larger or more established
companies.
Issuance of future shares may dilute investors share value. The Articles
of Incorporation as amended of VAC authorizes the issuance of 50,000,000
shares of common stock. The future issuance of all or part of the
remaining authorized common stock may result in substantial dilution in the
percentage of the Company's common stock held by the its then existing
shareholders. Moreover, any common stock issued in the future may be
valued on an arbitrary basis by VAC. The issuance of the Company's shares
for future services or acquisitions or other corporate actions may have the
effect of diluting the value of the shares held by investors, and might
have an adverse effect on any trading market, should a trading market
develop for the Company's common stock.
Current trading market for the Company's securities. VAC's common stock
is traded on the OTC Bulletin Board operated by Nasdaq under the symbol
VMRC. VAC did file a registration statement with the Securities and
Exchange Commission and has been a reporting company under the Securities
Exchange Act of 1934.
Penny Stock Regulation. The Company's common stock may be deemed a penny
stock. Penny stocks generally are equity securities with a price of less
than $5.00 per share other than securities registered on certain national
securities exchanges or quoted on the Nasdaq Stock Market, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The Company's securities
may be subject to "penny stock rules" that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other
than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 together with their spouse). For transactions covered by these
rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock rules"
require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the broker-
dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent
price information on the limited market in penny stocks. Consequently, the
"penny stock rules" may restrict the ability of broker-dealers to sell the
Company's securities. The foregoing required penny stock restrictions will
not apply to the Company's securities if such securities maintain a market
price of $5.00 or greater. There can be no assurance that the price of the
Company's securities will reach or maintain such a level.
Computer Systems Redesigned for Year 2000. Many existing computer programs
use only two digits to identify a year in such program's date field. These
programs were designed and developed without consideration of the impact of
the change in the century for which four digits will be required to
accurately report the date. If not corrected, many computer applications
could fail or create erroneous results by or following the year 2000 (the
"Year 2000 problem"). Many of the computer programs containing such date
language problems have been corrected by the companies or governments
operating such programs. The Company's operations will be dependent upon
the timely delivery of supplies which deliveries and initial refining of
fuels may be delayed or canceled because of such Year 2000 problem computer
failures. The Company does not know what steps, if any, have been taken by
any of its potential suppliers in regard to the Year 2000 problems. It is
impossible to predict if the basic utilities serving the Company or
suppliers will continue uninterrupted.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to the Merger Agreement all of the Board of Directors and
Officers of VAC resigned and Ralph Massetti was elected as Chief Executive
Officer, President Chairman, Secretary, and Treasurer of VAC.
ITEM 7. FINANCIAL STATEMENTS
Financial statements of Salesrepcentral.com are filed herewith.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
1.1* Agreement and Plan of Merger between Van American Capital, LTD. and
Salesrepcentral.com, Inc.
1.2* Articles of Merger between Van American Capital, LTD. and
Salesrepcentral.com, Inc.
1.3* Articles of Incorporation.
1.4* Salesrepcentral.com Audited Financials Pre Merger
______
* To be filed by amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
VAN AMERICAN CAPITAL,LTD.
By:/s/ Ralph Massetti
----------------------------
President, Chief Executive Officer
Date: November 12, 1999