UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 9, 1999
ENSEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Florida 0-21361 65-0654330
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE WORLD TRADE CENTER, SUITE 3357
NEW YORK, NY 10048
(Address of principal executive offices, including zip code)
(212) 524-0600
(Registrant's telephone number, including area code)
J:\ensec\34 act filings\8K (9-15-99).wpd
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Item 1. Change in Control of Registrant
On September 9, 1999, Ronan C. do Couto Rosa was granted a proxy from
Charles Finkel, the sole beneficial owner, whether directly or indirectly, of
each of Fugrow Investments, Inc., Tecpo Comercio e Representacoes Ltda. Brazil,
Mayfair Ltd. Partnership and Mayfair Co. (collectively, the "Finkel Entities").
Pursuant to such proxy, Mr. Rosa may vote an aggregate of 3,425,000 shares of
Common Stock, par value $0.01 per share (the "Common Stock") of Ensec
International, Inc. (the "Company"), which amount constitutes approximately 57%
of the Company's outstanding Common Stock. This proxy has been granted by Mr.
Finkel pending the execution of a definitive stock purchase agreement (the
"Agreement") between Mr. Rosa and the Finkel Entities pursuant to which Mr. Rosa
shall acquire (the "Acquisition") such shares from the Finkel Entities.
It is contemplated that the Acquisition will be consummated for
consideration of One Dollar ($1.00) plus the assumption by Mr. Rosa of all
personal liabilities (including certain personal guaranties not in excess of
$2,200,000) of Mr. Finkel in connection with the Company and the release of Mr.
Finkel therefrom. Upon completion of the Acquisition, neither Mr. Finkel nor the
Finkel Entities shall own or vote any shares of Common Stock of the Company.
Mr. Finkel was the President, Chief Executive Officer and a director of
the Company prior to the issuance of the proxy. Mr. Finkel resigned from all of
his offices and positions with the Company as of September 9, 1999. See Item 6.
Item 2. Acquisition or Disposition of Assets.
On September 9, 1999 the Company entered into an Asset Purchase Letter
of Intent with American Computer Machines Enterprises, Inc. ("ACME") which
expresses their mutual understanding as to the terms and conditions of an
agreement whereby ACME shall purchase certain assets (the "Asset Purchase") of
the Company, for consideration to be determined by mutual agreement pending the
performance of an independent appraisal of such assets by an investment banking
firm. ACME has agreed to pay $150,000 to the Company as soon as practicable, in
contemplation of the execution of a definitive asset purchase agreement and as
an advance on the purchase price therefor. The parties contemplate that the
Asset Purchase will include the Company's En2000(TM) software. The value of such
software was previously written off by the Company and is not reflected in the
financial statements of the Company.
Item 5. Other Events.
The Company's Board of Directors adopted resolutions by unanimous
written consent on or about September 9, 1999 to (i) increase the size of the
Board of Directors from three (3) to four (4) directors, (ii) nominate and elect
Ronan C. do Couto Rosa to fill the Class III directorship vacated by Mr. Finkel;
(iii) nominate and elect Fernanda Rosa to a Class III directorship with a term
expiring at the annual shareholders' meeting for 2002; and (iv) nominate and
appoint Mr. Rosa to the offices
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of President and Chief Executive Officer, which offices were vacated by Mr.
Finkel, to serve the balance of the unexpired term.
Item 6. Resignation of Registrant's Directors.
As of September 9, 1999, Mr. Finkel resigned as a director of the
Company. See Items 1 and 5.
Item 7. Financial Statements and Exhibits
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 15, 1999
ENSEC INTERNATIONAL, INC.
By: /s/ RONAN C. do Couto ROSA
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Ronan C. do Couto Rosa
President and Chief Executive Officer
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