SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 22, 1998
ARCA CORP.
(Exact name of registrant as specified in charter)
New Jersey 333-5278-NY 22-3417547
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
215 West Main Street
Maple Shade, New Jersey 08052
(Address of principal executive offices)
Registrant's telephone number, including area code (609) 667-0600
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ITEM 5. OTHER EVENTS.
By agreement executed December 22, 1998, Registrant and Allied American Capital
Corporation mutually terminated the acquisition agreement dated September 29,
1998, such termination to be effective December 31, 1998.
The termination was in response to the inability of Allied to obtain a firm
commitment for the funding necessary to complete the transaction. The parties
agreed that the termination of the acquisition agreement resolved all
outstanding issues between the parties.
Furthermore, by mutual agreement, Registrant and WCM Investments, Inc. entered
into an agreement dated December 22, 1998 to cancel and return to the treasury
of Registrant, 1,240,000 shares of common stock previously issued to WCM on
March 31, 1997. Such agreement further provided that Registrant would cancel
the promissory note from WCM with a principal balance of $60,000 which was made
in connection with the purchase of the 1,250,000 shares, and further, that WCM
would retain 10,000 shares in consideration of the previous payment of $15,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. N/A
b. N/A
c. Exhibits
10.17 Agreement terminating the acquisition agreement dated
September 29, 1998
10.18 Agreement to cancel and return to treasury 1,240,000 shares
of stock previously issued to WCM Investments, Inc.
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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.
ARCA CORP.
/s/ Harry J. Santoro
DATED: January 5, 1999
By: Harry J. Santoro
President
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EXHIBIT 10.17
AGREEMENT
1. Date of Agreement. The date of this Agreement is the 22nd day of
December, 1998.
2. Parties.
2.1 ARCA CORP., with an address of 215 West Main Street, Maple
Shade, New Jersey, 08052 ("ARCA"); and
2.2 ALLIED AMERICAN CAPITAL CORP., with an address of Central Park
Tower, 2350 Airport Freeway, Suite 660, Bedford, Texas, 76022 ("Allied");
3. Termination.
3.1 The parties agree that the acquisition agreement dated September
29, 1998 (the "Agreement"), is hereby mutually terminated by the parties
effective December 31, 1998.
3.2 The parties represent and warrant that this termination of the
Agreement resolves all outstanding issues between the parties, and that neither
has any outstanding obligations to the other flowing therefrom.
ARCA CORP.
By: /s/ Stephen M. Robinson
Stephen M. Robinson, Vice President
ALLIED AMERICAN CAPITAL CORPORATION
By: /s/ Wayne E. Williams
Wayne E. Williams, President
<PAGE>
EXHIBIT 10.18
AGREEMENT
1 Date of Agreement. The date of this Agreement is the 22nd day of
December, 1998.
2 Parties.
2.1 ARCA CORP., with an address of 215 West Main Street, Maple Shade,
New Jersey, 08052 ("ARCA"); and
2.2 WCM INVESTMENTS, INC., with an address of Central Park Tower,
2350 Airport Freeway, Suite 660, Bedford, Texas, 76022 ("WCM");
3 Background.
3.1 WCM purchased 1,250,000 shares of ARCA Corp. common stock (the
"Shares") on March 31, 1997 for the sum of $75,000 payable by an initial cash
payment of $15,000 and $60,000 pursuant to a promissory note from WCM to ARCA
in the amount of $60,000.
3.2 WCM has not paid the $60,000 upon such promissory note to date, but
has paid the $15,000 initial cash payment.
3.3 The Shares were subject to cancellation if certain conditions
precedent did not occur. Such conditions precedent did not occur.
4 Resolution of Outstanding Matters. The parties, desiring to mutually
settle all outstanding matters with respect to the issuance of the Shares,
hereby make the following agreements:
4.1 WCM shall retain 10,000 shares of the 1,250,000 Shares, in
consideration of the previous payment of $15,000.
4.2 The remaining 1,240,000 shares shall be cancelled and returned to
the treasury of ARCA.
4.3 The promissory note shall be cancelled, and WCM shall have no
further obligations thereunder.
4.4 The escrow agent is directed to return share certificate #ARC 466
attached hereto to American Stock Transfer & Trust Company, ARCA's transfer
agent, along with the stock power signed by WCM for the purpose of effectuating
the cancellation of the 1,240,000 shares and the reissuing of 10,000 shares
as set forth above. WCM shall execute a letter of instruction to the
transfer agent to effectuate the above.
ARCA CORP.
By: /s/ Stephen M. Robinson
Stephen M. Robinson, Vice President
WCM INVESTMENTS, INC.
By: /s/ William C. Meier
William C. Meier, President
