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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
November 8, 1998
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Date of Report
(Date of Earliest Event Reported)
MICRO-HYDRO POWER, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-21733 87-0369035
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
5525 South 900 East, Suite 110
Salt Lake City, Utah 84117
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(Address of Principal Executive Offices)
(801)262-8844
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Registrant's Telephone Number
N/A
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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.
See Item 7.
Item 2. Acquisition or Disposition of Assets.
See Item 7.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
None; not applicable.
Item 7. Financial Statements and Exhibits.
Exhibits.
Exhibit Description of Exhibit
Number
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99 Press Release dated December 18, 1998
8-K Current Report filed November 8, 1998*
Letter of Intent dated November 3, 1998,
(accepted November 8, 1998) regarding proposed
reorganization
Press Release regarding same dated November
9, 1998
Documents incorporated by Reference*
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
MICRO-HYDRO POWER, INC.
Date: 12/18/98 By/s/Ralph Dickenson
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Ralph Dickenson
President, CEO and Chairman
Micro-Hydro Power, Inc.
5525 South 900 East
Suite 110
Salt Lake City, Utah 84117
FOR IMMEDIATE RELEASE CONTACT:
December 18, 1998 Ralph Dickenson
The Kingsley Coach, Inc.
713-991-6262
Micro-Hydro Power, Inc., a Delaware corporation (the "Company" [OTC
Bulletin Board Symbol "MPHI"]), announced today that it had completed an
Agreement and Plan of Reorganization (the "Plan") with The Kingsley Coach,
L.L.C., a Louisiana limited liability company ("Kingsley Coach"), whereby it
acquired 100% of the assets, subject to liabilities, of Kingsley Coach in a
stock exchange.
The Plan provided for the issuance of 7,000,000 pre-split shares (see
below respecting planned reverse split) of the Company's "restricted
securities" (common stock) in exchange for 100% of Kingsley Coach's assets.
Additional shares will be issued as follows: (i), 300,000 pre-split
shares of common stock under an S-8 Registration Statement to certain persons,
including directors and executive officers, who have provided non-capital
raising services to the Company; (ii), 100,000 "restricted securities" for
other services rendered; and (iii), 2,400,000 "restricted securities"
(approximately 80% of which will be held in escrow subject to funding of the
reorganized company through the sale of an additional 2,000,000 pre-split
shares of "restricted securities" in consideration of $2,000,000).
There were 300,010 pre-Plan outstanding voting securities of the
Company, and taking into account the common stock issued as outlined above
(and excluding the 2,000,000 pre-split shares to be offered at $1 per share),
there will be 10,100,010 post-reorganization pre-split outstanding shares of
the common stock. The Company plans to provide its stockholders with an
Information Statement concerning a one for two reverse split of the
outstanding voting securities and a name change to "The Kingsley Coach, Inc."
This would reduce the outstanding voting securities to 5,050,005 shares.
The Company has requested a symbol change on the OTC Bulletin Board to
one of the following, in this order of preference: "KNGS," "COCH," "KOCH" or
"KNGY."
Kingsley Coach is the manufacturer of customized recreational and
commercial vehicles. Unlike typical recreational vehicles, a Kingsley Coach
has a semi-truck chassis as its base. This unique feature allows for easy
service for owners who can go to any truck stop for repairs. Kingsley Coaches
retail for between $239,000 and $450,000, depending on customized features.
Kingsley Coach commenced business in 1996, with first-year sales of
$300,000. In 1997, sales were $825,000, and in 1998, projected sales are in
excess of $3 Million. Kingsley Coach Chairman Ralph Dickenson estimates that
1999 sales will increase substantially.
Kingsley Coach has signed an agreement with Thor Industries of
Middleburg, Pennsylvania, which will increase Kingsley's production capability
dramatically. Kinglsey will commence the operating of their new facility in
Middleburg in January 1999.
This press release contains forward looking statements and assumes the
completion of the reorganization, the manufacturing facilities of Kingsley
Coach in Middleburg, Pennsylvania, and completion of financing to open a
second facility in Oak Ridge, Tennessee.
For more information on Kingsley Coach, please check its web site at
www.kingsleycoach.com, or for information regarding the Company, see the
Securities Exchange Commission's web site, www.sec.gov.
cc: Dow Wire Service Fax No. 212-416-4008
Bloomberg Financial Markets Fax No. 609-279-2041
Reuters Fax No. 212-859-1717
