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): April 3, 2003
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ASHCROFT HOMES CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 0-33437 31-1664473
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(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
56 Inverness Drive East, Suite 105
Englewood, Colorado 80112
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (303) 799-6194
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OneDentist Resources, Inc.
5459 South Iris Street
Littleton, Colorado 80123
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
Effective April 3, 2003, Ashcroft Homes Corporation, formerly known as
OneDentist Resources, Inc. (the "Company"), acquired all of the outstanding
stock and membership interests of several privately held Colorado companies
engaged in the residential real estate and construction industries ("Ashcroft
Subsidiaries;" see Item 2 below for a complete description of the Ashcroft
Subsidiaries and their businesses). The consideration issued by the Company in
connection with the exchange was 12,954,060 shares of its no par value common
stock and 1,350,000 shares of its Series A Convertible Preferred Stock
("Preferred Stock"). The Company is obligated to issue an additional 600,000
shares of common stock to certain employees of an Ashcroft Subsidiary.
Simultaneously with closing of the transaction (the "Exchange"), the former sole
executive officer and director, Philip J. Davis, resigned and was replaced as
Chief Executive Officer and Director by Richard O. Dean, chief executive of most
of the Ashcroft Subsidiaries. As a result of the issuance of stock in the
Exchange, as well as the change in the board of directors, the Company
experienced a change in control.
Certain former shareholders or equity owners of the Ashcroft Subsidiaries,
including Richard Dean and his wife, became the largest shareholders of the
Company following closing of the Exchange. Mr. Dean and his wife Reagan
beneficially own 6,488,601 shares of common stock and 1,350,000 shares of
Preferred Stock, representing a total of 49.32% of the outstanding common stock
if the Preferred Stock were converted. Mr. and Mrs. Dean also own 100% of the
Preferred Stock, entitling them to five votes for each share outstanding.
Accordingly, the Deans own a total of 62.17% the outstanding voting stock of the
Company after the Exchange.
Joseph A. Oblas, president of Stonegate Capital Corporation (and Ashcroft
Subsidiary), is now the President of the Company and owns 1,197,707 shares, or
8.24% of the common stock. Peter C. Gonzalez, secretary/treasurer of Stonegate,
is now the Secretary and Controller of the Company and also owns 1,197,707
shares of the common stock. William Watson, a former member of one of the
Ashcroft Subsidiaries, owns 750,000 shares of common stock, or greater than 5%
of the common stock outstanding. Each of these individuals executed an
employment contract with the Company. For a complete description of the
executive officers and directors appointed or expected to be appointed in
connection with the Exchange, as well as beneficial ownership of securities by
those individuals, please see the Schedule 14f-1 previously filed by the Company
with the Securities and Exchange Commission. It is anticipated that additional
directors will be appointed in the near future.
The consideration received by the Company in exchange for issuance of shares at
the closing was the common stock or membership interests of the various Ashcroft
Subsidiaries surrendered by former owners at the closing. Indirectly, the
Company acquired all of the assets of those entities. (See Item 2. Acquisition
of Assets, below). The former shareholders or members of the corporate and
limited liability company subsidiaries surrendered all of their ownership
interests in the Ashcroft Subsidiaries for issuance of Company shares.
The terms and conditions of the Exchange, including the amount and nature of
stock to be issued, were determined by negotiations between officers of the
Company and the various Ashcroft Subsidiaries, and was based on factors such as
the price of Company common stock at the time of the negotiations, the estimated
fair market value of the Ashcroft Subsidiaries, the estimated operating results
of the Ashcroft Subsidiaries and other financial criteria. The Company did not
obtain an appraisal of the estimated value of the Ashcroft Subsidiaries prior to
the transaction. There was no relationship between the Company and any of the
Ashcroft Subsidiaries or their officers or directors before the Exchange.
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Stock issued in connection with the Exchange was issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, and is
restricted from resale under relevant provisions of that Act. The Company relied
on the exemption provided by Rule 506 of Regulation D for issuance of the
shares. Each of the former shareholders or members of the Ashcroft Subsidiaries
executed an investment letter attesting to their status as "accredited
investors" within the meaning of Rule 501 of Regulation D and that they had such
knowledge and experience in financial and business matters that they were
capable of evaluating the merits and risks of the proposed investment. The
certificates for shares issued by the Company will bear a legend restricting
transfer of the shares in accordance with the Act.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
In connection with the Exchange, the Company indirectly acquired all of the
assets and liabilities of the Ashcroft Subsidiaries, consisting generally of
developed residential home lots, an inventory of homes in process, finished
homes for sale and a library of home construction plans, and the accounts
payable, loans and other liabilities. The following represents a complete list
of the subsidiaries acquired by the Company, and the business engaged by each
immediately prior to the Exchange:
o Ashcroft Homes of Colorado, Inc. (formerly, Ashcroft Homes, Inc.) -
designs and constructs single family and low-density, multi-family
housing along the front range of Colorado, from Colorado Springs to
Fort Collins.
o Absolute Construction Services, LLC - provides construction management
services to independent third parties.
o Peregrine Sanctuary, LLC - develops building lots in a single
subdivision in Colorado Springs, Colorado.
o Stonegate Capital Corporation - owns and manages a portfolio of
construction loans secured by interests in real estate located in
Colorado. The company is marketing the real estate securing the loans.
o Tesoro Homes @ Tallyn's Reach, LLC - constructs a wide variety of
homes in and around Denver, Colorado.
o West Gold Holdings, Inc. - a developer of residential lots for the
Ashcroft Subsidiaries and some independant third parties.
For a more complete description of the assets and liabilities acquired by the
Company, see the financial statements to be filed as an amendment to this
report. The Company intends to continue the business of the Ashcroft
Subsidiaries.
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ITEM 5. OTHER EVENTS
Issuance of Preferred Stock.
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In conjunction with the Exchange, the Company issued a new series of Preferred
Stock to two individuals. The Series A Convertible Preferred Stock was issued
for a price of $4 per share, resulting in a total issue price of $5.4 million
for the 1,350,000 shares issued at the closing.
Holders of the Preferred Stock are entitled to receive a cumulative dividend of
seven percent (7%) per annum, payable quarterly in arrears beginning June 30,
2003 and continuing until the Preferred Stock is redeemed or converted. In the
event that the dividends are not paid in any period, those dividends accumulate
and must be paid prior to dividends on the common stock or any other class of
stock junior to the Preferred Stock.
The Preferred Stock is convertible into the Company's common stock on a
one-for-one basis beginning six months from the date of closing, subject to
adjustment. The conversion rate may be adjusted in the event of stock dividends,
stock splits, certain reorganizations and, subject to certain limited
exceptions, the issuance of common stock or other securities convertible into
common stock at a price less than $1 per share. These adjustments are designed
to afford the holders of the Preferred Stock the same rights to acquire the
common stock as before the event giving rise to the adjustment.
Holders of the Preferred Stock are entitled to a preference in the event the
Company is liquidated on a voluntary or involuntary basis. In that event,
holders of the Preferred Stock will receive a preferential distribution to
holders of the common stock and any other junior securities in an amount equal
to the issue price, plus any accrued but unpaid dividends. Following payment of
any preferential distributions upon liquidation, holders of the Preferred Stock
are not entitled to share in any further distributions.
The Preferred Stock may be redeemed by the Company by giving the holders not
less than 20 days advance written notice and by paying the issue price plus any
accrued but unpaid dividends. The holders of the Preferred Stock are entitled to
convert the stock into common stock during the pendency of any notice of
redemption.
Finally, holders of the Preferred Stock are entitled to vote with holders of the
common stock at the rate of five votes for each share of preferred owned by
them. Accordingly, the 1,350,000 shares issued in connection with the Exchange
are entitled to 6,750,000 votes on any matters submitted to the shareholders for
consideration.
Change of Name and Business and Executive Office.
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Immediately following closing of the Exchange, the Company changed its name to
Ashcroft Homes Corporation to more accurately reflect the business to be
conducted following the acquisition of the Ashcroft Subsidiaries. The Company
also relocated its principal business and executive offices to 56 Inverness
Drive, Suite 105, Englewood, CO 80112. Its telephone number at that location is
(303) 799-6194.
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Reverse Stock Split.
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Contemporaneously with closing of the Exchange, the Company implemented a
reverse split of its common stock on a one for three and one-half (1:3.5) basis,
which split was approved by the shareholders on March 31, 2003. The reverse
split did not affect the amount of authorized common (25,000,000 shares) or
preferred (10,000,000 shares) stock.
THE DESCRIPTION OF AGREEMENTS OR OTHER DOCUMENTS CONTAINED IN THIS REPORT ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE AGREEMENTS ATTACHED TO THIS
REPORT AS EXHIBITS OR OTHERWISE FILED WITH THE COMMISSION.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Financial statements required to be filed pursuant to the
provisions of Regulation S-X will be filed not later than 60 days
after the filing this report.
(b) Pro Forma Financial Information.
See response to (a) above.
(c) Exhibits.
The following exhibits are filed with this report:
2.1 Plan and Agreement of Reorganization between the Company, certain
of its shareholders and Ashcroft Homes of Colorado, Inc.,
formerly known as Ashcroft Homes, Inc., dated December 27, 2002.
2.2 Third Amendment to the Plan and Agreement dated March 17, 2003,
including certain Ashcroft subsidiaries.
4.1 Articles of Amendment to the Articles of Incorporation of
Ashcroft Homes Corporation as filed with the Colorado Secretary
of State on April 1, 2003.
99.1 Press release dated April 3, 2003
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereto duly authorized.
Ashcroft Homes Corporation
Dated: April 17, 2003 By: /s/ Richard O. Dean
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Richard O. Dean, Chief Executive Officer
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