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
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Date of Report (Date of earliest event reported): September 27, 2000
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INTERNATIONAL COSMETICS MARKETING CO.
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(Exact name of registrant as specified in its charter)
Florida 0-27833 65-0598868
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(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification No.)
6501 Northwest Park of Commerce Blvd., Suite 205 Boca Raton, Florida 33487
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (561) 999-8878
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 27, 2000, the Company entered into a stock purchase
agreement (the "Stock Purchase Agreement") with Nico P. Pronk pursuant to which
Nico P. Pronk (the "Purchaser") purchased 200,000 shares of the Company's newly
created Series A Convertible Preferred Stock (the "Preferred Stock") at a price
of $2.50 per share for total consideration of $500,000. The stated value of each
share of the Preferred Stock is $2.50 per share. Each share of Preferred Stock
is convertible into common stock of the Company at $2.50 per share. The
conversion price will be adjusted for any stock splits, stock dividends,
corporate reorganizations and certain other corporate transactions and issuance
of securities at below $2.50. The Preferred Stock includes no dividend and
carries voting rights equal to 75 votes per one (1) share of Preferred Stock and
as provided under the Florida Business Corporation Act. A portion of the
proceeds from the sale of the Preferred Stock will be used by the Company to
satisfy and pay in full all delinquent federal, state and local taxes. All
shares of the Company's Preferred Stock delivered under the Stock Purchase
Agreement shall be restricted under the Securities Act of 1933, as amended and
will be legended with the normal Securities Act of 1933, as amended restrictive
legend. Further, the Purchasers shall have the following registration rights:
(i) in the event the Company files a registration statement on a general form of
registration, then the record owners of the Preferred Stock and/or the common
stock of the Company into which it is convertible (the "Conversion Shares") may,
upon the terms and conditions set forth in the Stock Purchase Agreement, require
the Company to include such Conversion Shares in the registration statement; and
(ii) the holders of a majority of the Preferred Stock and/or the Conversion
Shares have the right, upon the terms and conditions set forth in the Stock
Purchase Agreement, to require the Company to file a registration statement with
respect to the Conversion Shares.
Further, the Company has agreed that for so long as any shares of
Preferred Stock are outstanding, the Company shall not without first obtaining
the written approval of the holders of at least a majority of the voting power
of the then outstanding shares of such Preferred Stock: sell, convey, or
otherwise dispose of or encumber all or substantially all of its property or
business or merge into or consolidate with any other corporation (other than a
wholly-owned subsidiary corporation) or effect any transaction or series of
related transactions in which more than fifty percent (50%) of the voting power
of the Company is transferred or disposed of; alter or change the rights,
preferences or privileges of the Preferred Stock; increase or decrease the total
number of authorized shares of Preferred Stock; authorize or issue, or obligate
itself to issue, any other equity security, including any other security
convertible into or exercisable for any equity security having rights,
preferences or privileges over, or being on a parity with or similar to, the
Preferred Stock; or redeem, purchase or otherwise acquire (or pay into or set
aside for a sinking fund for such purpose) any security of the Company; amend
the Company's Articles of Incorporation or bylaws; change the authorized number
of directors of the Company; declare, order or pay any dividends on any class of
securities; adjust the salary of
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executive officers, directors, executive level independent contractors and key
employees of the Company; make any capital expenditures in excess of $15,000;
issue new shares of capital stock of the Company; enter into or approve any
agreement or contract for the purchase of goods, services or other items between
the Company, a shareholder or a member of a shareholder's immediate family; or
make any commission payment to any independent business associate in excess of
$15,000.
In addition, two entities unrelated to the Purchaser also purchased an
aggregate of 21,458 shares of the Preferred Stock pursuant to the Stock Purchase
Agreement.
Item 7. Financial Statements and Exhibits.
(a) None
(b) Exhibits
(1) Stock Purchase Agreement between International
Cosmetics Marketing Co., Nico P. Pronk and two
entities unrelated to the Purchaser dated September
27, 2000.
(2) Articles of Amendment to the Articles of
Incorporation of International Cosmetics Marketing
Co., filed with the State of Florida Department of
State on September 27, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: October 4, 2000 INTERNATIONAL COSMETICS MARKETING CO.
By: /s/ Stephanie McAnly
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Stephanie McAnly
President