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CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 1, 1996
NORTH AMERICAN RESORTS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-26760 84-1286065
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(State of Incorporation) (Commission (I.R.S Employer
File Number) Identification No.)
301 East Hillcrest
Orlando, Florida 32801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 841-1917
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1509 S. Florida Ave., Suite 3, Lakeland, Florida 33803
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(Former name, former address and former fiscal year, if
changed since last report.)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On December 1, 1996, North American Resorts, Inc. ("North American")
entered into a Recision and Release with American Clinical Labs, Inc.
("American Clinical") to rescind the Agreement and Plan of reorganization
entered into by the parties on September 3, 1996. North American returned the
assets it acquired from American Clinical and American Clinical returned the
41,000,000 shares of North American's common stock with registration rights to
North American. In conjunction with the Recision and Release, Richard J.
Diamond has resigned Director, Vice President and Secretary and Donald R.
Mastropietro has resigned as President, Chief Financial Officer and Treasurer
of North American.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 1, 1996, North American entered into a Recision and
Release with American Clinical to rescind the agreement entered into by the
parties on September 3, 1996. North American returned the assets it acquired
from American Clinical and American Clinical returned the 41,000,000 shares of
North American's common stock to North American. The assets being returned to
American Clinical consist of the following securities issued by EVRO
Corporation ("EVRO"): 18 shares of EVRO's common stock; 3,500 shares of EVRO's
Series E Preferred Stock; 13.44844 shares of EVRO's Series L Preferred Stock;
and promissory notes in the original principal amounts of $239,658.25, and
liabilities and obligations of approximately $283,717. North American has also
issued American Clinical 12,500,000 shares of its restricted common stock in
exchange for funds advanced to North American by American Clinical.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS
(a) & (b) The Company intends to file financial statements of North
American, reflecting these transactions required by Item 7(a) and
(b) as soon as practicable.
(c) Exhibits
2.2 Recision and Release Agreement
dated December 1, 1996
99.1 North American press release
dated December 13, 1996
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SIGNATURES
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.
Date: December 13, 1996
NORTH AMERICAN RESORTS, INC.
By: /s/ Max P. Cawal
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Max P. Cawal
Chief Executive Officer
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Exhibit 2.2
RECISION AND RELEASE
This Recision and Release is made and entered into December 1, 1996 by
and among American Clinical Labs, Inc. ("ACL"), a Florida Corporation, North
American Resorts, Inc. ("North American"), a Colorado Corporation, Anthony A.
Arrigoni, D. Jerry Diamond, Richard J. Diamond and Donald R. Mastropietro.
WHEREAS, the parties entered into an agreement entitled "Agreement and
Plan of Reorganization" dated September 3, 1996, and a "Cross-Receipt and
Closing Certificate" dated October 7, 1996 and
WHEREAS, the parties have taken certain actions and entered into
certain transactions pursuant to , in connection with and as a result of said
agreement; and
WHEREAS, the parties desire to return to their individual status as if
they had never entered into said agreement; taken the actions and entered into
the transactions as aforesaid; and
WHEREAS, the certificate representing the 41,000,000 shares of North
American common stock will be returned immediately to North American's transfer
agent marked "Canceled"; and
WHEREAS, North American will send a letter to its transfer agent,
instructing it to issue a new certificate to ACL for 12,500,000 shares of North
American's restricted common stock, a copy of which is attached as Exhibit "A"
to this agreement; and
WHEREAS, the certificates representing the common and preferred stock
of Channel America (formerly EVRO Corporation) delivered to North American at
the Closing will be returned to ACL; and
WHEREAS, the Promissory Notes totaling $239,658.25 delivered to North
American at the Closing will be returned to ACL; and
WHEREAS, the liabilities totaling $283,717.16 that were assumed by
North American at the Closing will be reassumed by ACL; and
WHEREAS, Richard J. Diamond hereby resigns as an officer and director
of North American, and Donald R. Mastropietro resigns as an officer of North
American effective December 1, 1996 and have attached said resignations as
Composite Exhibit "B" to this Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
recision and releases set forth herein, the parties agree as follows:
1
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Section 1. The aforesaid Agreement and Plan of Reorganization,
together with all contracts, agreements, understandings, sales of stock,
transactions and employment and non-competition agreements and every action and
transaction arising out of, in connection with, or consequently or incidentally
related to, the Agreement and Plan of Reorganization and other contracts,
agreements, and understandings, whether or not specifically identified in this
Recision and Release, are hereby rescinded, canceled and terminated with the
effect that the parties are restored to their respective condition and status,
inter se, which existed prior to entering into the Agreement and plan of
Reorganization and all such contracts, agreements, understandings, sale of
stock, transactions, employment and non-competition agreements.
Section 2. The parties will cooperate for the purpose of
achieving the purposes and intents of Section 1, including executing and
delivering such further and additional documents and instruments as may be
deemed necessary and desirable.
Section 3. Each of the parties, for themselves, their directors,
officers, stockholders, employees and agents, their successors, heirs and
assigns does hereby release, irrevocably and unconditionally, every other
party, their directors, officers, stockholders, employees and agents, their
successors, heirs and assigns, from any and every demand, claim, liability,
injury, suit, damage and cause of action which such party may now or hereafter
have, arising out of or in connection with the Agreement and Plan of
Reorganization and all such contracts, agreements, understandings, sales of
stock, transactions and employment and non-competition agreements, specifically
and generally identified in this Recision and Release, and the actions and
transactions arising out of, in connection with or consequently or incidentally
related thereto.
IN WITNESS WHEREOF, the parties have executed this agreement the date
first above written.
(Seal)
ATTEST: AMERICAN CLINICAL LABS, INC.
/s/ Teresa B. Fannin By: /s/ D. Jerry Diamond
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Teresa B. Fannin, Secretary D. Jerry Diamond, President
(Seal)
ATTEST: NORTH AMERICAN RESORTS, INC.
/s/ Anthony Arrigoni By: /s/ Anthony Arrigoni
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Anthony Arrigoni, Secretary Anthony Arrigoni, Vice President
Richard J. Diamond
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/s/ Richard J. Diamond
2
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Donald R. Mastropietro
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/s/ Donald R. Mastropietro
STATE OF FLORIDA
COUNTY OF POLK
BEFORE ME, the undersigned authority duly authorized to take
acknowledgments, personally appeared D. JERRY DIAMOND, President of American
Clinical Labs, Inc., personally known to me or who has produced
__________________ as identification and who did take an oath, and he
acknowledged before me that he executed the foregoing document freely and
voluntarily for the purposes therein expressed.
WITNESS my hand and official seal this ____ day of ____________, 1996.
________________________________________
Notary Public
My Commission Expires:
STATE OF FLORIDA
COUNTY OF ORANGE
BEFORE ME, the undersigned authority duly authorized to take
acknowledgments, personally appeared ANTHONY ARRIGONI, Vice President of North
American Resorts, Inc. personally known to me or who has produced
______________ as identification and who did take an oath, and he acknowledged
before me that he executed the foregoing document freely and voluntarily for
the purposes therein expressed.
WITNESS my hand and official seal this ____ day of ____________, 1996.
________________________________________
Notary Public
My Commission Expires:
3
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STATE OF FLORIDA
COUNTY OF POLK
BEFORE ME, the undersigned authority duly authorized to take
acknowledgments, personally appeared RICHARD J. DIAMOND, personally known to
me or who has produced __________________ as identification and who did take an
oath, and he acknowledged before me that he executed the foregoing document
freely and voluntarily for the purposes therein expressed.
WITNESS my hand and official seal this ____ day of ____________, 1996.
________________________________________
Notary Public
My Commission Expires:
STATE OF FLORIDA
COUNTY OF POLK
BEFORE ME, the undersigned authority duly authorized to take
acknowledgments, personally appeared Donald R. Mastropietro, personally known
to me or who has produced __________________ as identification and who did take
an oath, and he acknowledged before me that he executed the foregoing document
freely and voluntarily for the purposes therein expressed.
WITNESS my hand and official seal this ____ day of ____________, 1996.
________________________________________
Notary Public
My Commission Expires:
4
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Exhibit 99.1
NORTH AMERICAN RESORTS, INC.
FOR IMMEDIATE RELEASE SYMBOL: NIAR
DECEMBER 13, 1996 TRADED: Electronic
Bulletin Board
ORLANDO, FL -- DECEMBER 13, 1996 -- NORTH AMERICAN RESORTS, INC. ("North
American"), a publicly traded vacation ownership management company located in
Central Florida announced today that it has entered into a Recision and
Release, dated December 1, 1996, with American Clinical Labs, Inc. ("American
Clinical") to rescind the Agreement and Plan of Reorganization entered into by
the parties on September 3, 1996. North American has returned the assets it
acquired from American Clinical and American Clinical has returned the
41,000,000 shares of North American's common stock with registration rights to
North American. In conjunction with the Recision and Release, Richard J.
Diamond has resigned as Director, Vice President and Secretary and Donald R.
Mastropietro has resigned as President, Chief Financial Officer and Treasurer
of North American.
The assets returned to American Clinical consists of the following securities
issued by Channel America Broadcasting, Inc. ("CATV"): 18 shares of CATV's
common stock; 3,500 shares of CATV's Series E Preferred Stock; 13.44844 shares
of CATV's Series L Preferred Stock; promissory notes in the original principal
amounts of $239,658.25, and liabilities and obligations of approximately
$284,000. North American has also issued American Clinical 12,500,000 shares of
its restricted common stock in exchange for funds advanced to North American by
American Clinical.
North American's Chief Executive Officer, Max P. Cawal stated, "This is a
positive move for both North American and American Clinical. This recision was
entered into willingly by both parties, and is based on different management
strategies for North American's future."
North American is in the business of marketing vacation club memberships,
timeshare sales, resort development, as well as owning an 80% interest in a
travel services company, North American Resorts Travel, Inc. North American
also operates Cypress Island near Orlando, Florida. Visitors travel to Cypress
Island by airboat and may explore the island and its over 20 species of animals
by foot, horseback or golf cart. It is North American's intention to develop
Cypress Island as a timeshare resort destination in the future.
In conjunction with the recision, the corporate offices of North American have
relocated to 301 East Hillcrest, Orlando, Florida 32801.
For further information, contact: North American Resorts, Inc.
Shareholder Relations
(407) 841-1917
# # #
301 East Hillcrest Orlando, FL 32801 phone (407)841-1917 fax (407)839-1882
