U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: October 20, 1998
PRINCETON MANAGEMENT CORPORATION
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(Exact name of registrant as specified in its charter)
COLORADO
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(State or other jurisdiction of incorporation)
0-22095 84-1039267
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(Commission File No.) (IRS Employer
Identification No.)
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 741-1118
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Item 2. Acquisition and Disposition of Assets.
Effective October 19, 1998, Princeton Management Corporation
(the "Company") entered into a letter of intent with USA Service
Systems, Inc. ("USA"), a privately held Florida corporation,
whereby the Company has agreed in principle to enter into a share
exchange agreement with USA whereby the Company will acquire all of
the issued and outstanding shares of USA in exchange for issuance
by the Company of previously unissued "restricted" common stock.
The relevant terms of the proposed transaction require the Company
to undertake a forward split of its issued and outstanding common
stock, whereby 4.33 shares of common stock shall be issued in
exchange for each share of common stock issued and outstanding, in
order to establish the number of issued and outstanding common
shares of the Company at Closing to be 1,250,000 shares and
thereafter, issue to the USA shareholders an aggregate of 3,750,000
"restricted" common shares, representing 75% of the Company's then
outstanding common stock, in exchange for all of the issued and
outstanding shares of USA.
The proposed share exchange is subject to satisfaction of
certain conditions, including but not limited to completion of due
diligence activities and the approval of the transaction by all of
the USA shareholders. If the proposed transaction with USA is
consummated, the present officers and directors of the Company are
expected to resign their respective positions with the Company, to
be replaced by the present management of USA. If these conditions
are met, it is expected that the proposed transaction with USA will
close on or about November 1, 1998. However, there are no
assurances that the proposed transaction will close on the
aforesaid date, or that any unforeseen delay will occur. A copy of
the letter of intent between the Company and USA is attached hereto
as Exhibit 2.0 and incorporated herein as if set forth.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
2.0 Letter of Intent between the Company and USA Service
Systems, 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.
PRINCETON MANAGEMENT CORPORATION
By:/s/ Gregory J. Simonds
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Gregory J. Simonds,
President
Dated: October 20, 1998
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PRINCETON MANAGEMENT CORPORATION
_______________________
EXHIBIT 2.0
_______________________
LETTER OF INTENT BETWEEN
THE COMPANY AND
USA SERVICE SYSTEMS, INC.
________________________
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PRINCETON MANAGEMENT CORPORATION
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
October 9, 1998
Board of Directors
USA Service Systems, Inc.
10770 Wiles Road
Coral Springs, FL 33076
Attention: Mr. George Pursglove, President
Re: Plan of Reorganization Between Princeton
Management Corporation and USA Service
Systems, Inc.
Dear Mr. Pursglove:
This letter is intended to express the general terms of the Plan of
Reorganization to be formalized between Princeton Management
Corporation, a Colorado corporation ("PMC") and USA Service
Systems, Inc., a Florida corporation ("USA"). The objective of our
discussions has been the execution and consummation of applicable,
formal Agreement(s) between PMC and USA (the "Exchange Agreements")
which, among other things, would provide for the various matters
set forth below.
1. Plan of Share Exchange and Reorganization of the Companies.
The board of directors of PMC and USA have completed an initial
evaluation of the business plans, financial statements and other
relevant corporate documents of the others and have concluded that
a share exchange of USA with PMC, whereby PMC would issue shares of
its common stock equal to aggregate ownership of approximately 75%
of its outstanding shares, in exchange for 100% of the then
outstanding securities of USA, would be in the best interest of
both companies. It is the intent of the parties hereto that the
proposed share exchange of USA into PMC be effected as a tax-free
reverse merger pursuant to Section 368 of the Internal Revenue Code
of 1986, as amended.
2. Terms of Share Exchange.
(A) PMC Capitalization. PMC's total authorized capital
stock consists of 20,000,000 shares of Preferred Shares, par value
$0.01 per share, and 100,000,000 are Common Shares, par value
$0.0001 per share. As of the date hereof there are 288,600 common
shares of PMC issued and outstanding. There are no preferred
shares issued or outstanding. Prior to Closing, as defined
hereinbelow, the Board of Directors of PMC shall undertake a
forward split of the PMC issued and outstanding common stock,
whereby 4.33 shares of common stock shall be issued in exchange for
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USA Service Systems, Inc.
October 9, 1998
Page 2
each share of common stock issued and outstanding, in order to
establish the number of issued and outstanding common shares of PMC
at Closing to be 1,250,000 shares.
(B) USA Capitalization. USA's total authorized capital
consists of 30,000,000 Common Shares, $.001 par value per share.
As of the date of Closing, as defined hereinbelow, there will be
2,919,500 Common Shares issued and outstanding.
(C) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of PMC will, if
deemed necessary by counsel to PMC, obtain the consent of the
PMC shareholders for the purposes of: (a) ratifying the
transaction proposed herein; (b) amending the PMC Articles of
Incorporation, to change the name of PMC to "USA Service
Systems, Inc.", or such other name as may be available and
acceptable to the present USA Board of Directors; (c)
undertaking any additional amendments to the PMC Articles of
Incorporation reasonably requested by the USA Board of
Directors and reasonably acceptable to the PMC Board of
Directors.
(ii) Prior to Closing, the Board of Directors of USA will
(a) obtain the consent of the USA shareholders for the
purposes of ratifying the transaction proposed herein,
including providing applicable dissenter's rights afforded to
the USA shareholders pursuant to the laws of the State of
Florida; and (b) take all additional action necessary to
cause the intent of this letter to be adopted and ratified.
(D) Share Exchange. Subject to the approval of the terms
and conditions included herein (hereinafter the "Closing Date"),
the USA shareholders shall tender all of their issued and
outstanding securities to PMC for 3,750,000 "restricted" Common
Shares of PMC (post forward split), with PMC emerging as the
surviving entity and USA emerging as a wholly owned subsidiary of
PMC.
(E) Officers and Directors. At Closing, the present
officers and directors of PMC shall deliver to USA their respective
letters of resignation, along with certified minutes of the PMC
Board of Directors accepting such resignation and appointing to the
PMC Board those persons designated by USA to be officers and
directors of the surviving entity herein.
3. Financial Condition of PMC. Except as provided herein, as of
the Closing Date, PMC balance sheet will reflect no assets or
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USA Service Systems, Inc.
October 9, 1998
Page 3
liabilities.
4. Financial Condition of USA. USA hereby represents and
warrants that there will be no material negative deviation from its
unaudited financial statements dated August 31, 1998 as of the date
of Closing.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed herein
shall take place as soon as practical after all action necessary to
properly consummate the transaction proposed herein has been
undertaken by the parties hereto. The Closing shall take place in
Aurora, Colorado at the offices of legal counsel for PMC, Andrew I.
Telsey, P.C., 2851 S. Parker Road, Suite 720, Aurora, Colorado
80014, or such other location as the parties may so agree. At the
discretion of the parties hereto, Closing may also occur via
telephonic means.
(B) To Be Provided by USA. At Closing, USA shall provide to
the present Board of Directors of PMC an investment letter in a
form acceptable to counsel to PMC, duly executed by each USA
shareholder, acknowledging that each such shareholder is exchanging
their respective securities of USA for their pro rata applicable
number of PMC common shares, that such shares to be acquired by
each USA shareholder are solely for their account and for
investment and they have no plan, intention, contract,
understanding, agreement or arrangement with any person to sell,
assign, pledge, hypothecate or otherwise transfer to any person
such shares, or any portion thereof.
(C) Non-Delivery. Failure by USA to provide the item
described hereinabove or otherwise comply with the provisions
included in Paragraph 4, above, shall render this proposed
transaction voidable at the discretion of the present Board of
Directors of PMC. For purposes herein, any deviation in excess of
10% shall be construed as a negative deviation to the financial
condition of USA represented herein.
(D) Representations of PMC. PMC hereby represents that, as
of the Closing date, it shall be current in all filings required to
be tendered to the Securities and Exchange Commission ("SEC")
pursuant to the Securities Exchange Act of 1934, as amended,
including but not limited to, filings on Forms 10-K, 10-KSB, 10-Q
and/or 10-QSB.
(E) Private Sale of PMC Common Stock. Some of the current
inside shareholders of PMC may sell some or all of their PMC common
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USA Service Systems, Inc.
October 9, 1998
Page 4
shares owned by them, subject to the exemptions, restrictions,
terms and limitations applicable to such sales under state and
federal securities laws.
6. Default. In the event USA fails to perform pursuant to
Paragraph 5, above, or close the transaction without the fault of
PMC, USA shall be responsible for payment of all reasonable costs
incurred by PMC, including but not limited to attorneys fees, due
diligence costs, costs related to proxy solicitation and such other
costs as may be incurred directly relating to this proposed
transaction. Otherwise, each party hereto shall be responsible for
payment of their own legal, accounting and any other out-of-pocket
expenses reasonably incurred in connection with this transaction,
whether or not this transaction is consummated.
7. Confidentiality. Upon the signing of this Letter of Intent,
PMC and USA will provide to each other full access to their books
and records and will furnish financial and operating data and such
other information with respect to their business and assets as may
reasonably be requested from time to time. If the proposed
transaction is not consummated, all parties shall keep confidential
any information (unless ascertainable from public filings or
published information), obtained concerning the other's operations,
assets and business.
8. Retainer of Counsel. The principals of the parties hereto
will assign the SEC counsel who is responsible for the preparation
of all required/desired SEC filings. As a material condition
hereto, upon execution hereof by USA, USA shall tender a non-
refundable fee of $25,000 to counsel to PMC, herein referenced,
payable upon execution hereof, in order to allow such counsel to
commence preparation of all SEC filings and other related
documentation necessary to allow PMC to comply with the rules and
regulations necessary to consummate the transaction proposed
herein.
9. Finders Fees. It is hereby acknowledged that each party
hereto may be responsible for payment of certain finders fees
relating to the transaction proposed herein and that as a further
condition to Closing, as defined herein, each party shall warrant
in such Closing documents that such finders fees have been paid and
further, shall indemnify and hold harmless the other party from
such obligation.
10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
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USA Service Systems, Inc.
October 9, 1998
Page 5
11. Jurisdiction. It is the intention of the parties that the
laws of the State of Colorado govern the determination of the
validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties.
12. Notices. Any notice relevant herein shall be deemed to have
been sufficiently served for all purposes if delivered personally
to the party to whom the same is directed, or, if sent, by deposit
with the United States mail, certified mail, return receipt
requested postage prepaid, at such party's address listed
hereinabove, or to such other address as shall be furnished in
writing by any party to the other. any such notice shall be deemed
to be given three (3) days after deposited in the U.S. mail.
13. Further Action. Each party shall execute and deliver such
papers, documents and instruments, and perform such acts as are
necessary or appropriate to implement the terms hereof and the
intent of the parties hereto.
14. Amendments. This Agreement may only be amended by the
mutual consent of all the parties hereto which Amendment shall be
in writing, duly executed by the parties.
Except for the agreements set forth in Paragraphs 6, 7 and 8
hereof, this letter is not intended as a contract or to create any
enforceable rights or obligations whatsoever on the part of either
party. No obligations on the part of either party with respect to
the matters covered hereby (other than as set forth in Paragraphs
6, 7 and 8 hereof) shall exist unless and until a written
agreement, satisfactory in form and substance to both parties, has
been approved by their respective boards of directors and
shareholders, if necessary, and executed by officers specifically
authorized to do so.
If the foregoing accurately reflects your understanding of the
terms and conditions of our agreement please so indicate by signing
below as designated.
Yours truly,
PRINCETON MANAGEMENT CORPORATION
By: /s/ Gregory J. Simonds
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Gregory J. Simonds, President
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USA Service Systems, Inc.
October 9, 1998
Page 6
APPROVED AND ACCEPTED this 19th day of October, 1998.
USA SERVICE SYSTEMS, INC.
By: /s/ George Pursglove
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George Pursglove, President
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