SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of The Securities Act
of 1934.
Date of Report (Date of earliest event reported):
MAY 12, 1999
BUFFALO CAPITAL IV, LTD.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-21955
COLORADO 84-1356427
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
583 San Mateo Avenue
San Bruno, CA 94066
__________________________________________
Address of principal executive offices
Registrant's telephone number: (650) 588-2678
7331 S. Meadow Court,
Boulder, CO 80301
________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On May 12, 1999, a change in control of the Company
occurred, in conjunction with closing under a Reorganization and
Stock Purchase Agreement. On that date, the Company first
completed a 3.5:1 forward split, increasing its issued and outstanding
shares of common stock from 1,260,000 to 4,410,000. Following
that forward split, the Company issued 6,590,000 newly issued shares
of common stock from the Company to Scott L. Kelly, trustee of the
Kelly Family Trustee, and Administrative Systems Corp. ("ASC"),
solely in exchange for 2,500 shares of M & A West, Incorporated,
constituting all issued and outstanding shares of common stock of M
& A West, Incorporated As a result of that transaction, M & A
West, Incorporated became a wholly owned subsidiary of the
Company.
Also on May 12, 1999, persons deisgnated by M & A West,
Incorporated purchased a total of 986,220 shares from Mark DiSalvo,
a principal shareholder of the Company.
On May 13, 1999, certain persons, who are not affiliates of M
& A West, Incorporated, purchased an additional 2,983,780 shares, or
approximately 27.13%, from the Company.
As a result of these transactions, the Company now has
11,000,000 issued and outstanding common stock, of which 7,576,220
shares, or approximately 68.6%, are owned by Scott L. Kelly,
Trustee of the Kelly Family Trust and ASC. Persons who were
previously shareholders of the Company own a total of 440,000 shares
or approximately 4%.
M & A West, Incorporated is engaged in the business of
investor relations, and will continue its existing operations as a wholly
owned subsidiary.
In conjunction with the change in ownership of a controlling
interest in the stock of the registrant, the previous officers and
directors of the registrant resigned and appointed new officers and
directors designated by the purchasers. The newly appointed officers
and directors are:
<PAGE>
<TABLE>
<CAPTION>
Name Position
<S> <C>
Scott L. Kelly President/Director
Zahra Gilak Secretary/Treasurer/Director
</TABLE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited Financial Statements from M & A West
Incorporated are not available as of the date of this report on Form 8-
K. Such Financial Statements will be filed as soon as is reasonably
possible, but in no event later than 60 days from the date of this
report on Form 8-k.
(c) Exhibit (99.1) - Reorganization and Stock Purchase
Agreement.
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.
BUFFALO CAPITAL IV, LTD.
(Registrant)
May 13, 1999
(Date)
/s/(Signature)*
Grant W. Peck, President
*Print name and title of signing officer under signature.
<PAGE>
Exhibit (99.1) -
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This REORGANIZATION AND STOCK PURCHASE
AGREEMENT dated as of April 19 1999 (this "AGREEMENT") is
by and between BUFFALO CAPITAL IV, LTD., a Colorado
Corporation ("BCI"), shareholders of BCI who are or will be the
owners of or otherwise represent at least SEVENTY FIVE PER
CENT (75%) of all the issued and outstanding common stock (the
"SHAREHOLDERS"), M & A WEST, INCORPORATED, a Nevada
Corporation ("MAC") and ROBERT BRYAN ("RGB"). BCI
acknowledges and agrees that the terms and provisions of this
AGREEMENT, including without limitation the shares of stock
transferable hereunder, may be assigned by MAC, or RGB.
BCI was incorporated in the state of Colorado on August 28,
1996. Its authorized capital consist of 100,000,000 shares of common
stock, no par value and 10,000,000 shares of Preferred stock, no par
value. As of the effective date of this AGREEMENT, BCI has issued
and outstanding 1,260,000 common shares (the "OUTSTANDING
SHARES") (BCI agrees to a 3.5 to 1 forward stock split required per
this agreement which will result in 4,410,000 issued and outstanding
). BCI has no shares of preferred stock outstanding and will have no
outstanding options, warrants, rights or other contractual
arrangements relating to the ability or requirement to issue any
additional shares of common or preferred stock (giving effect to
cancellation of 4,830,000 Class A warrants and 2,415,000 Class B
warrants entitling the holder to purchase one share of stock for $ 2.00
and $4.00 respectively, as required by this agreement).
The respective boards of Directors of BCI, MAC, RGB, and
the SHAREHOLDERS deem it advisable and in the best interests of
their corporations and shareholders of their corporations that MAC
and RGB acquire securities of BCI in accordance with the terms and
conditions of this AGREEMENT.
1. PLAN OF REORGANIZATION. The SHAREHOLDERS
signing this agreement are the owners of or otherwise represent not
less than 75% of the OUTSTANDING SHARES of BCI which the
SHAREHOLDERS represent is a sufficient majority to carry any vote
for approval of this AGREEMENT under the corporate law of the
state of Colorado, the Articles of Incorporation of BCI, and the
By-laws of BCI. At the closing the shareholders of MAC and or
assigns shall acquire 986,220 of the existing common shares from
shareholders of BCI (restricted) and 6,590,000 common shares (The
"New Shares") from treasury for a total of 7,576,220 common shares.
At the closing RGB and or assigns shall acquire 110,000 of the
existing common shares from shareholders of BCI.
2. CONSIDERATION. Consideration shall be
(a) the exchange of all the issued and outstanding stock of
MAC for the 6,590,000 NEW SHARES of BCI outlined in paragraph
(1) above.
(b) items on the due diligence list (attached) shall be provided
to MAC and RGB by BCI within 48 hours of signing this agreement.
(c) On the Closing Date (as hereinafter defined) the Board of
Directors of BCI will deliver:
(i) authorized minutes of the board authorizing this
transaction;
(ii) attorney opinion letter with respect to the
tradeability as free trade shares of the FREE TRADE
SHARES;
(iii) all documentation necessary to reflect approval of a
3.5 to 1 forward split;
(iv) the corporate records of BCI.
(v) signed LOCK UP agreements per (3) below.
(vi) all documentation necessary to reflect cancellation
of the Class A and Class B warrants.
(d) The NEW BCI SHARES shall be issued in certificates in
form and substance satisfactory to MAC and RGB.
3. LOCK UP AGREEMENT: SHAREHOLDERS and RGB
hereby agree to a lock up 380,000 and 95,000 of their SHARES
respectively according to the attached SCHEDULE A which all
parties to this agreement shall approve and sign.
4. CLOSING DATE; PLACE OF CLOSING;. The CLOSING
DATE shall be 4/26/99.
The CLOSING DATE can be changed by mutual agreement
but in no event shall the CLOSING DATE extend beyond 20 days
from the date of signing this agreement. PLACE OF CLOSING shall
be the offices of ARTFIELD INVESTMENTS 15301 Ventura Blvd
#300, Sherman Oaks, CA 91403.
5. DELIVERY OF NEW BCI SHARES. On or before the
CLOSING DATE the BCI and SHAREHOLDERS will have ready for
delivery certificates representing the NEW BCI SHARES duly
endorsed, together with appropriate stock powers, so as to make
MAC and/or assigns and RGB and or assigns the sole owners thereof,
free and clear of all liens, claims, and encumbrances. Delivery to be
made at such place as to be determined by parties.
6. REPRESENTATIONS OF BCI:
(a) As of the CLOSING DATE, the 7,686,220 shares
of BCI common stock to be delivered to MAC and or assigns
and RGB and or assigns will constitute duly and validly issued
shares of BCI, and are fully paid and nonassessable, and will
be legally equivalent in all respects to the common stock issued
and outstanding as of the date thereof;
(b) The officers of BCI have the power and the
authority to execute this Agreement and to perform the
obligations contemplated hereby;
(c) On the CLOSING DATE or such other date as
agreed, management of BCI will deliver to MAC Audited
Financial Statements as of 5/31/98 and the balance sheet of
BCI as of 12/31/98 (the "Year End Financial Statements") and
as of 4/19/99 (unaudited) (the "Interim Financial Statements"
and, together with the Year End Financial Statements, the
"Financial Statements") and the statement of income (loss),
stockholders' equity and changes in financial condition for the
periods then ended. All statements shall be done to GAAP
standards;
(d) From and after the date hereof there will not have
been and prior to the CLOSING DATE there will not be any
material adverse changes in the financial position of BCI as set
forth in the Financial Statements except changes arising in the
ordinary course of business;
(e) BCI is not and as of the CLOSING DATE will not
be involved in any pending litigation not in the ordinary course
of business or governmental investigation or proceeding not
reflected in the Financial Statements or otherwise disclosed in
writing to MAC and to the knowledge of the Shareholders
no litigation or governmental investigation or proceeding
beyond the ordinary course of business is threatened against
BCI;
(f) As of the CLOSING DATE, BCI will be in good
standing as a Colorado corporation;
(g) The authorized capital stock of BCI consist of
100,000,000 shares of common stock, no par value and
10,000,000 shares of preferred stock, no par value. As of the
CLOSING BCI will have issued and outstanding 11,000,000
common shares. BCI has no shares of preferred stock
outstanding. No shares have otherwise been registered under
state or federal securities laws. As of the CLOSING DATE,
all of the issued and outstanding shares of common stock of
BCI are validly issued, fully paid and non-assessable and they
are not and as of the CLOSING DATE there will not be
outstanding any other warrants, options or other agreements on
the part of BCI obligating BCI to issue any additional shares of
common or preferred stock or any of its securities of any kind;
(h) Opinion from legal Counsel of BCI that BCI
Counsel has acted as counsel in this transaction and has
examined all appropriate documentation for the purposes of
rendering an opinion that:
(i) All requisite corporate and other authorizations for
the execution of the agreement and performance thereof
have been obtained.
(ii) Except as otherwise disclosed there is no pending
threatened litigation or other legal actions, proceedings
or investigations.
(iii) The authorized capital of the stock is as set forth in
this Agreement, and all outstanding shares are duly
authorized, validly issued and fully paid.
(iv) The Company has complied with all filing
requirements for the Securities and Exchange
Commission and all NASD filings and that said filings
conform to the requirements of the respective agencies.
(v) That all prior actions of the corporation in
connection with filings, have conformed to applicable
state and federal law.
(vi) Neither the execution and delivery of the
AGREEMENT nor the consummation of the
transactions contemplated hereby will violate any
provision of the Articles of Incorporation or Bylaws of
BCI; will violate, conflict with or result in the breach
or termination of or otherwise give any contracting
party the right to terminate or constitute a default under
the terms of any agreement or instrument to which BCI
is a party or by which any of its property or assets may
be bound; will result in the creation of any lien, charge
or encumbrance upon the properties or assets of BCI,
will violate any judgement, order, injunction, decree
or award against or binding upon BCI or upon its
securities, property or business;
7. REPRESENTATIONS OF MAC. MAC represents and
warrants as follows:
(a) MAC has taken all necessary corporate action to
authorize the execution of this AGREEMENT and the
transactions contemplated hereunder.
(b) Neither the execution and delivery of this
AGREEMENT nor the consummation of the transactions
contemplated hereby will violate any provision of the Articles
of Incorporation or Bylaws of MAC; will violate, conflict with
or result in breach or termination of or otherwise give any
contracting party the right to terminate or constitute a default
under the terms of any agreement or instrument to which MAC
is a party or by which any of its property or assets may be
bound; will result in the creation of any lien, charge or
encumbrance upon the properties or assets of MAC, or will
violate any judgement, order, injunction, decree or award
against or binding upon MAC, or upon its securities, property
or business.
(c) All information supplied to BCI in the Corporate
Profile, Business Plan, financial statements, and Proforma of
MAC is accurate and reliable information. None of the
information supplied contains any untrue statement of a
material fact or omits to make any statement of material fact
necessary to make the statements therein not misleading.
(d) On the CLOSING DATE or such other date as
agreed, management of MAC will deliver to BCI the balance
sheet and financial statements of MAC as of 12/31/98, and
balance sheet as of 4/19/99. All financials to be prepared
according to GAAP standards.
(e) From and after the date hereof there will not have
been and prior to the CLOSING DATE there will not be any
material adverse changes in the financial position of MAC
assets as set forth in the Balance sheet except changes arising
in the ordinary course of business;
(f) MAC is not and as of the CLOSING DATE will
not be involved in any pending litigation not in the ordinary
course of business or governmental investigation or proceeding
not disclosed in writing to BCI, and to the knowledge of the
Shareholders no litigation or governmental investigation or
proceeding beyond the ordinary course of business is
threatened against MAC;
(g) As of the CLOSING DATE, MAC will be in good
standing as a Nevada corporation;
(h) neither the execution and delivery of the
AGREEMENT nor the consummation of the transactions
contemplated hereby will violate any provision of the Articles
of Incorporation or Bylaws of MAC; will violate, conflict with
or result in the breach or termination of or otherwise give any
contracting party the right to terminate or constitute a default
under the terms of any agreement or instrument to which MAC
is a party or by which any of its property or assets may be
bound; will result in the creation of any lien, charge or
encumbrance upon the properties or assets of MAC, will
violate any judgement, order, injunction, decree or award
against or binding upon MAC or upon its securities, property
or business;
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
BCI: All obligations of BCI and BCI SHAREHOLDERS under this
agreement are subject to the fulfillment prior to or as of the closing
date, of each of the following conditions:
(a) The representations and warranties by MAC
contained in this agreement or in any certificate or document
delivered to BCI pursuant to the provisions hereof shall be true
at and as of the time of closing as though such representations
and warranties were made at and as of such time.
(b) MAC shall have performed and complied with all
covenants, agreements, and conditions required by this
agreement to be performed or complied with by it prior to or
at closing;
(c) MAC shall have delivered to BCI evidence to the
effect that:
(i) MAC is a corporation duly organized, validly
existing and in good standing under the laws of the
State of Nevada;
(ii) MAC has the corporate power to carry on its
business as now being conducted;
(iii) This Agreement has been duly authorized, executed
and delivered by MAC and is a valid and binding
obligation of MAC and enforceable in accordance with
its terms;
(iv) MAC through its Board of Directors has taken all
corporate action necessary to authorize the execution,
delivery and performance of this agreement;
(v) Except as referred to herein, MAC knows of (a) no
actions suit or other legal proceedings or investigations
pending or threatened against or relating to or
materially adversely affecting MAC; and (b) no
unsatisfied judgements against MAC;
(d) MAC shall have received approval of and consent to
the transaction contemplated herein by MAC shareholders
owning at least 51% of the outstanding stock of MAC.
(e) MAC shall have executed Stock Purchase
Agreements and Warrant Purchase Agreement as attached.
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
MAC: All obligations of MAC under this agreement are subject to the
fulfillment prior to or as of the closing date, of each of the following
conditions:
(a) The representations and warranties by BCI
contained in this agreement or in any certificate or document
delivered to MAC pursuant to the provisions hereof shall be
true at and as of the time of closing as though such
representations and warranties were made at and as of such
time.
(b) BCI and BCI SHAREHOLDERS shall have
performed and complied with all covenants, agreements, and
conditions required by this agreement to be performed or
complied with by it prior to or at closing.
(c) BCI shall have delivered to MAC an attorney
opinion letter and evidence to the effect that:
(i) BCI is a corporation duly organized, validly existing
and in good standing under the laws of the State of
Colorado;
(ii) BCI has the corporate power to carry on its
business as now being conducted;
(iii) This Agreement has been duly authorized, executed
and delivered by BCI and is a valid and binding
obligation of BCI and enforceable in accordance with
its terms;
(iv) BCI through its Board of Directors has taken all
corporate action necessary to authorize the execution,
delivery and performance of this agreement;
(v) The documents executed and delivered to MAC
hereunder are valid and binding in accordance with the
terms and vest in MAC all right title and interest in and
to the stock of BCI and said stock when issued shall be
validly issued, fully paid, and non-assessable;
(vi) Except as referred to herein, BCI knows of (a) no
actions, suits or other legal proceedings or
investigations pending or threatened against or relating
to or materially adversely affecting BCI; and (b) no
unsatisfied judgements against BCI.
10. PROHIBITED ACTS. BCI agrees not to do any of the
following acts prior to the CLOSING DATE, and the BCI
SHAREHOLDERS agree that prior to the CLOSING DATE they will
not request or permit BCI to do any of the following acts:
(a) Declare or pay any dividends or other distributions
on its stock or purchase or redeem any of its stock; or
(b) Issue any stock or other securities, including any
rights or options to purchase or otherwise acquire any of its
stock, and shall not issue any notes or other evidences of
indebtedness.
11. INDEMNIFICATION: Within the period in paragraph 13
herein and in accordance with the terms of that paragraph, each party
to this agreement, shall indemnify and hold harmless each other party
all times after the date of this agreement against and in respect of any
liability, damage or deficiency, all actions, suits, proceedings,
demands, assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, resulting from
misrepresentations, breach of covenant of warranty or nonfulfillment
of any agreement on the part of such party under this agreement or
from any misrepresentations in or omission from any certificate
furnished or to be furnished to a party hereunder. Subject to the terms
of this agreement, the defaulting party shall reimburse the other party
or parties on demand, for any payment made by said parties at any
time after the closing, in respect of any liabilities or claim to which
the foregoing indemnity relates.
12. NATURE AND SURVIVAL OF REPRESENTATIONS:
All representations, warranties and covenants made by any party in
this agreement shall survive the closing hereunder for so long as the
applicable statute of limitations shall remain open. Each of the parties
hereto is executing and carrying out the provisions of this agreement
in reliance solely on the representations, warranties and covenants and
agreements contained in this agreement or at the closing of the
transactions herein provided for and not upon any investigation which
it might have made or any representations, warranty, agreement,
promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.
13. RESIGNATIONS AND APPOINTMENT OF OFFICERS
AND DIRECTORS.
(a) Upon the closing date the officers and directors of
BCI shall become:
DIRECTORS: (1) SCOTT L. KELLY and (2) ZAHRA GILAK
PRESIDENT & CEO: SCOTT L. KELLY
SECRETARY: ZAHRA GILAK
TREASURER: ZAHRA GILAK
14. NOTICES. Any notices which any of the parties hereto
may desire to serve upon any of the parties hereto shall be in writing
and shall be conclusively deemed to have been received by the parties
at its address, if mailed, postage prepaid, United States mail,
registered, return receipt requested, to the following addresses:
If to current BCI management or the BCI SHAREHOLDERS:
Grant W. Peck
7331 S. Meadow Court
Boulder, Colorado 80301
If to MAC management or MAC:
Scott L. Kelly
583 San Mateo Avenue
San Bruno, California 95066
If to RGB:
Robert G. Bryan
3200 White Alder
Sonoma, California 95476
15. SUCCESSORS. This agreement shall be binding upon and
inure to the benefit of the heirs, personal representatives and
successors and assigns of parties.
16. CHOICE OF LAW. This AGREEMENT shall be
construed and enforced in accordance with the laws of the State of
California.
17. COUNTERPARTS. This AGREEMENT may be signed in
one or more counterparts all of which taken together shall constitute
an entire agreement.
18. MISCELLANEOUS:
(a) Further Assurance: At any time, and from time to
time, after the effective date, each party will execute such
additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this agreement.
(b) Waiver: Any failure on the part of any party hereto
to comply with any of its obligations, agreements or conditions
hereunder may be waived in writing by the party to whom
such compliance is owed.
(c) Time: Time is of the essence.
(d) Severability: If any part of this agreement is deemed
to be unenforceable, the balance of the agreement shall remain
in full force and effect.
<PAGE>
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE
EXECUTED THIS AGREEMENT as of the date first above written.
BUFFALO CAPITAL IV, LTD. a Colorado Corporation
By:/s/ Grant Peck, President
M & A WEST, a Nevada Corporation
By:/s/ Scott L. Kelly, CEO
RGB
By:/s/ Robert Bryan
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF
THE SHARES OF BCI)
/s/ GRANT PECK ( 297,200 SHARES 23.59%)
/s/ GARY JOINER ( 297,400 SHARES 23.60%)
/s/ DEAN SESSIONS ( 297,400 SHARES 23.60%)
/s/ MARK DISALVO ( 297,600 SHARES 23.62%)
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF
THE SHARES OF MAC)
/s/ SCOTT KELLY (1,875 SHARES 75%)
<PAGE>
SCHEDULE A
SHAREHOLDERS and RGB shall agree to a "lock up" of their
respective FREE TRADE SHARES as follows:
SHAREHOLDERS: 440,000 SHARES
<TABLE>
<CAPTION>
FREE TRADE
DATE SHARES RELEASED CUMULATIVE
<S> <C> <C>
UPON CLOSING 60,000 60,000
30 DAYS AFTER CLOSING 60,000 120,000
60 DAYS AFTER CLOSING 60,000 180,000
90 DAYS AFTER CLOSING 60,000 240,000
120 DAYS AFTER CLOSING 60,000 300,000
150 DAYS AFTER CLOSING 60,000 360,000
180 DAYS AFTER CLOSING 80,000 440,000
</TABLE>
RGB: 110,000 SHARES
<TABLE>
<CAPTION>
FREE TRADE
DATE SHARES RELEASED CUMULATIVE
<S> <C> <C>
UPON CLOSING 15,000 15,000
30 DAYS AFTER CLOSING 15,000 30,000
60 DAYS AFTER CLOSING 15,000 45,000
90 DAYS AFTER CLOSING 15,000 60,000
120 DAYS AFTER CLOSING 15,000 75,000
150 DAYS AFTER CLOSING 15,000 90,000
180 DAYS AFTER CLOSING 20,000 110,000
</TABLE>
BUFFALO CAPITAL IV, LTD.
a Colorado Corporation
By: /s/
Grant Peck, President
M & A WEST, INCORPORATED,
a Nevada Corporation
By:/s/ Scott Kelly, CEO
ROBERT G. BRYAN
By:/s/ Robert G. Bryan
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE
SHARES OF BCI)
GRANT PECK (297,200 SHARES 23.59%)
GARY JOINER ( 297,400 SHARES 23.60%)
DEAN SESSIONS ( 297,400 SHARES 23.60%)
MARK DISALVO ( 297,600 SHARES 23.62%)
SHAREHOLDERS (OWNING NOT LESS THAN A MAJORITY OF THE
SHARES OF MAC)
SCOTT KELLY (1,875 SHARES 75%)
