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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): OCTOBER 7, 1996
AMERICAN ARTISTS FILM CORPORATION
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(Exact name of registrant as specified in its charter)
MISSOURI 000-20759 43-1717111
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
1245 FOWLER ST., N.W., ATLANTA, GEORGIA 30318
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 876-7373
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SETAB ALPHA, INC.
244 B GREENYARD DRIVE, BALLWIN, MISSOURI 63011
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 7, 1996, American Artists Film Corporation, a Georgia
corporation ("AAFC"), merged with and into Registrant pursuant to an Agreement
and Plan of Merger dated as of May 1, 1996 (the "Merger Agreement"). Registrant
was the surviving corporation of the merger (the "Merger"). In connection with
the Merger, Registrant was renamed "American Artists Film Corporation."
The shareholders of Registrant consented to the Merger as of May 1, 1996.
The shareholders of AAFC approved the Merger at a meeting on September 28, 1996,
pursuant to a Joint Proxy Statement/Prospectus contained within Registrant's
Form S-4 Registration Statement (No. 333-4159) filed with the Securities and
Exchange Commission (the "Commission") on May 20, 1996, which became effective
September 16, 1996.
In the Merger each of the 9,407,837 shares of outstanding common stock of
AAFC was converted into 0.5862 share of the capital stock of Registrant, of
which the first 100 shares issued to each AAFC shareholder of record
(aggregating 12,600 shares) were issued as Class A Common Stock, par value
$0.001 per share, and the remainder (aggregating 5,502,277 shares) were issued
as Class B Common Stock, par value $0.001 per share. Outstanding options and
warrants to purchase an aggregate of 3,815,328 shares of common stock of AAFC
were replaced by options and warrants to purchase an aggregate of 2,236,545
shares of Class B Common Stock of Registrant. No fractional shares were issued.
No cash consideration was paid by either Registrant or AAFC to the other, no
payments were required for dissenting shareholders, and no payment was made in
respect of fractional shares.
Prior to the Merger, the shareholders of AAFC owned in the aggregate 14,666
shares (2.09%) of the outstanding Class A Common Stock of Registrant and none of
the outstanding Class B Common Stock of Registrant (comprising in the aggregate
2.09% of the aggregate outstanding voting stock of the Registrant). After the
Merger, the former shareholders of AAFC owned 27,266 shares (3.8%) of the
outstanding Class A Common Stock of Registrant and 5,502,277 shares (100%) of
the outstanding Class B Common Stock of Registrant (comprising 88.97% of the
aggregate outstanding voting stock of Registrant).
Steven D. Brown, Rex Hauck, Vivian W. Jones and Glen C. Warren are parties
to a Voting Agreement, dated April 29, 1996, under which they are bound to vote
their shares of stock of Registrant, consisting of an aggregate of 900 shares
(.0012%) of Registrant's Class A Common Stock and 3,303,002 shares (60.02%) of
Registrants Class B Common Stock (comprising 53.16% of the aggregate outstanding
voting stock of Registrant), as a block in accordance with the majority vote (by
shares) among themselves. By reason of this Voting Agreement, Messrs. Hauck,
Brown, Warren and Ms. Jones may be deemed "controlling persons" of Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1 above for a description of the merger of American Artists Film
Corporation, a Georgia corporation, with and into Registrant, effective
October 7, 1996.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable for Registrant to provide the required
financial statements and pro forma financial information for the acquired
business at the time this report on Form 8-K is filed. Registrant will
file such financial statements and pro forma financial information as soon
as it is available, which shall not be later than December 20, 1996.
(B) EXHIBITS.
2.1 Agreement and Plan of Merger dated as of May 1, 1996 (previously filed
as Exhibit 2.1 to Registrant's Registration Statement No. 333-4159 on
Form SB-2 and incorporated herein by this reference)
10.1 Voting Agreement, dated April 29, 1996, among Steven D. Brown, Rex
Hauck, Vivian W. Jones and Glen W. Warren (previously filed as Exhibit
10.22 to Registrant's Registration Statement No. 333-4159 on Form SB-2
and incorporated herein by this reference)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN ARTISTS FILM CORPORATION
By: /s/ Steven D. Brown
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Steven D. Brown
Chief Executive Officer
Date: October 21, 1996
