UNITED STATES
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): February 28, 2006
BANCORP INTERNATIONAL GROUP, INC.
(formerly March Indy International, Inc.)
(Exact Name of Registrant as Specified in Charter)
Nevada 000-25261 88-0339817
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2800 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 235-8318
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
In August 2005, management of Bancorp International Group, Inc. (the
"Company" or "Registrant") became aware of the unauthorized fraudulent issuance
of approximately 243,842,000 shares of the Company's common stock (the
"Wrongfully Issued Shares") to various entities and individuals for services and
gifts, whereupon these entities and individuals attempted to sell the Wrongfully
Issued Shares in the open market. Members of the Company's management did not
have any relationships with the entities and individuals that were initially
issued the Wrongfully Issued Shares.
In September 2005, the Company filed a civil action in the District
Court of Oklahoma County, Oklahoma, styled Bancorp International Group, Inc. v.
Mario A. Pino, an individual, Sam Deeb, an individual, Jean Carlos Medina, an
individual, Charles Weller, an individual, Barkev Kibarian, an individual,
Felica Morales, an individual, Clearstock, Inc., a Texas corporation, DealFlo,
L.L.C., a New York Limited Liability Company, The Grace Trust a foreign trust,
Global Consulting Group, a Maryland corporation, Intelligent Message
Distributors, a Nevada corporation, and Wall Street Group, L.L.C., a Arizona
limited liability company (the "Defendants"), Case No. CJ-2005-7459 (the "Civil
Litigation"), seeking the return of the Wrongfully Issued Shares and the
Defendants' receipt of proceeds from the sale of those shares.
In the Civil Litigation the Company alleged that Mr. Pino
individually and through various affiliated entities and co-conspirators,
including the Wall Street Group, L.L.C., prepared or possessed 20 or more common
stock certificates purportedly representing 235,000,000 common stock shares of
the Company, the previously referred to Wrongfully Issued Shares, that were
distributed to various individuals and entities, including the other Defendants.
Capital Growth Financial, L.L.C. and JH Darbie & Co. intervened in the Civil
Litigation (the "Intervenors") and alleged that the Company negligently hired
the Defendants and negligently supervised their actions and activities, and
asserted Oklahoma and federal securities fraud and failure-to-register claims
against the Defendants and the Company.
In conjunction with the Civil Litigation, the Registrant reached an
agreement with JH Darbie & Co., whereby the Company delivered 25,075,000 common
stock shares to JH Darbie & Co. to be held pending settlement or conclusion of
the Civil Litigation. These shares were delivered to JH Darbie & Co. to satisfy
the requirements of Depository Trust Company ("DTC") until common stock shares
eligible to be resold without restriction could be delivered by JH Darbie & Co.
to cover its short position in the Company's common stock. Furthermore, JH
Darbie & Co. placed in trust $72,500 to be used to pay the costs of registering
the 25,075,000 common stock shares under the Securities Act of 1933, as amended
(the "Securities Act"), and the applicable state securities laws in the event
that registration was required.
Settlement Agreement:
On January 11, 2006, the presiding Judge in the Civil Litigation
entered an Order Approving Settlement Agreement (the "Order"). As a result of
issuance of the Order, a settlement agreement (the "Settlement Agreement")
became binding upon the Company and the Defendants Mario Pino, Barkev Kibarian,
Juan Carlos Medina, Wall Street Group, L.L.C., Clearstock, Inc., Sam Deeb,
Global Consulting Group., DealFlo, L.L.C., and Intelligent Message Distributors
(the "Settling Defendants") and the Intervenors with an effective date of
December 8, 2005.
2
In accordance with the Settlement Agreement, the Company's claims
against the Settling Defendants and the claims of the Settling Defendants
against the Company were resolved by the exchange of release of claims, a
release of the Wrongfully Issued Shares and payments to the Company in the
aggregate sum of $171,546 from funds held at Capital Growth Financial, L.L.C.
and the further agreement to pay an additional $277,093. Furthermore, the claims
of the Intervenors against the Company were exchanged for the issuance of
25,025,000 shares of the Company's common stock to JH Darbie & Co. and
219,723,000 shares of the Company's common stock to Capital Growth Financial,
L.L.C. for an aggregate sum of 244,748,000 common stock shares (the "Newly
Issued Shares"). The Newly Issued Shares are required to be deposited with DTC
by JH Darbie & Co. and Capital Growth Financial, L.L.C. in satisfaction of their
short positions with companies through which securities purchase and sale
transactions are cleared on behalf of JH Darbie & Co. and Capital Growth
Financial, L.L.C. The Newly Issued Shares were issued in accordance with the
registration exemption afforded under Section 3(a)(10) of the Securities Act.
In addition, Defendants Pino, Medina, Kibarian, Global Consulting
Group, Intelligent Message Distributors and Wall Street Group, L.L.C. agreed to
indemnify and hold harmless the Company against all actions, suits, proceedings,
demands, and assessments brought by any past, present or future holder of the
shares of common stock of the Company in connection with the Settlement
Agreement and the various claims of the Company settled in the Settlement
Agreement and any associated judgments, attorney's fees, costs and expenses.
The Defendants, Grace Trust, Charles Weller, and Felica Morales
("Non-Settling Defendants"), did not execute the settlement agreement and
accordingly did not settle the claims asserted against them in the Civil
Litigation. However, the Company was granted judgments against the Non-Settling
Defendants and the Company is negotiating settlements of the judgments with the
Non-Settling Defendants, the outcome of which is uncertain as of the date of
this report.
Item 3.02 Unregistered Sales of Equity Securities.
As stated above in Item 1.01 Entry into a Material Definitive
Agreement, pursuant to the Settlement Agreement the Company issued 25,025,000
shares of the Company's common stock to JH Darbie & Co. and 219,723,000 shares
of the Company's common stock to Capital Growth Financial, L.L.C. for the
aggregate sum of 244,748,000 common stock shares previously referred to as the
Newly Issued Shares. These Newly Issued Shares are required to be deposited with
DTC in satisfaction of JH Darbie & Co. and Capital Growth Financial, L.L.C.
short positions with the companies that clear security purchases and sell
transactions on their behalf. The Newly Issued Shares were issued in accordance
with the registration exemption afforded under Section 3(a)(10) of the
Securities Act.
3
The Newly Issued Shares were issued in exchange for release of the
securities fraud and registration claims alleged in the Civil Litigation and in
exchange for the Wrongfully Issued Shares and the agreed payment to the Company
of $171,546 from funds held at Capital Growth Financial, L.L.C. and agreement to
pay an additional $277,093 by the Settling Defendants in release of alleged
claims against the Company. Furthermore, the $72,500 deposited in trust by JH
Darbie & Co. was delivered to the Company. In connection with the issuance of
the Newly Issued Shares, no commissions or other remuneration were paid;
however, from the cash payment received by the Company pursuant to the
Settlement Agreement, the attorney fees and other related costs of the Civil
Litigation will be paid and these are estimated to total $45,000.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
10.1 Settlement Agreement with an effective date of December 8,
2005 by and among Registrant, Mario A. Pino, Sam Deeb, Jean
Carlos Medina, Barkev Kibarian, Clearstock, Inc., DealFlo,
L.L.C., Global Consulting Group, Intelligent Message
Distributors, Wall Street Group, L.L.C., Capital Growth
Financial, L.L.C. and JH Barbie & Co.
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATE: February 28, 2006 BANCORP INTERNATIONAL GROUP, INC.
By: /S/ THOMAS MEGAS
Chief Executive Officer