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: May 12, 1998
TARCYN 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)
0-22607 84-1233073
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(Commission File No.) (IRS Employer
Identification No.)
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 671-8920
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Item 2. Acquisition and Disposition of Assets.
Effective May 8, 1998, Tarcyn Corporation (the "Company")
entered into a letter of intent with Access Communications Corp.
("ACC"), a privately held Delaware corporation, whereby the Company
has agreed in principle to acquire all of the issued and
outstanding shares of ACC, in exchange for issuance by the Company
of previously unissued "restricted" common stock. The relevant
terms of the proposed transaction require the Company to issue to
the ACC shareholders an aggregate of 4,500,000 "restricted" common
shares, representing 90% of the Company's then outstanding common
stock, in exchange for all of the issued and outstanding shares of
ACC.
The proposed share exchange is subject to satisfaction of
certain conditions, including completion of due diligence
activities, the approval of the transaction by all of the ACC
shareholders and the approval of the proposed transaction by the
shareholders of the Company. If the proposed transaction with ACC
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 ACC. If these
conditions are met, it is expected that the proposed transaction
with ACC will close on or about May 26, 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 ACC 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 Access
Communications Corp.
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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.
TARCYN CORPORATION
By:/s/ Andrew I. Telsey
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Andrew I. Telsey,
President
Dated: May 12, 1998
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TARCYN CORPORATION
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EXHIBIT 2.0
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LETTER OF INTENT BETWEEN
THE COMPANY AND
ACCESS COMMUNICATIONS CORP.
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TARCYN CORPORATION
2851 S. Parker Road, Suite 720
Aurora, Colorado 80014
May 5, 1998
Board of Directors
Access Communications Corp.
3020 North West 33rd Ave.
Ft. Lauderdale, FL 33311
Attention: Mr. , President
Re: Plan of Merger Between Tarcyn Corporation and Access
Communications Corp.
Dear Mr. Baetz:
This letter is intended to express the general terms of the Plan of
Merger to be formalized between Tarcyn Corporation, a Colorado
corporation ("Tarcyn") and Access Communications Corp., a Delaware
corporation ("ACC"). The objective of our discussions has been the
execution and consummation of applicable, formal Agreement(s)
between Tarcyn and ACC (the "Exchange Agreements") which, among
other things, would provide for the various matters set forth
below.
1. Plan of Merger and Reorganization of the Companies. The
board of directors of Tarcyn and ACC have completed an initial
evaluation of the business plan, financial statements and other
relevant corporate documents of the other and have concluded that
a merger of ACC and Tarcyn, whereby Tarcyn would issue shares of
its common stock equal to ownership of approximately 90% of its
outstanding shares, in exchange for 100% of the then outstanding
securities of ACC, would be in the best interest of both companies.
It is the intent of the parties hereto that the proposed merger of
ACC and Tarcyn be effected as a tax-free reverse merger pursuant to
Section 368 of the Internal Revenue Code of 1986, as amended.
2. Terms of Merger.
(A) Tarcyn Capitalization. Tarcyn's total authorized
capital stock consists of 25,000,000 shares of Preferred Stock, par
value $0.01 per share, and 100,000,000 Common Shares, no par value
per share. As of the date hereof and as of the Closing of the
transaction proposed herein, there will be 500,000 common shares of
Tarcyn issued and outstanding. There are no preferred shares issued
or outstanding.
(B) ACC Capitalization. ACC's total authorized capital
consists of 1,000 Common Shares, no par value per share. As of the
date of Closing, as defined hereinbelow, there will be 1,000 Common
Shares issued and outstanding.
(C) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of Tarcyn
will call a special meeting of the Tarcyn shareholders or
otherwise obtain their unanimous consent, for the
purposes
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Mr. Douglas R. Baetz
May 5, 1998
Page 2
of: (a) ratifying the transaction proposed herein; (b)
amending the Tarcyn Articles of Incorporation, to change
the name of Tarcyn to "Access Communications Corp.", or
such other name as may be available and acceptable to the
present ACC Board of Directors; (c) providing applicable
dissenter's rights afforded to the Tarcyn Shareholders
pursuant to the laws of the State of Colorado; and (d)
undertaking any additional amendments to the Tarcyn
Articles of Incorporation reasonably requested by the ACC
Board of Directors and acceptable to the Tarcyn Board of
Directors.
(ii) Prior to Closing, the Board of Directors of ACC
will (a) call a special meeting of the ACC shareholders,
or otherwise obtain the necessary consent for the
purposes of ratifying the transaction proposed herein,
including providing applicable dissenter's rights
afforded to the ACC Shareholders pursuant to the laws of
the State of Delaware; and (b) take all additional action
necessary to cause the intent of this letter to be
adopted and ratified.
(D) Merger. Subject to the approval of the terms and
conditions contained herein by the Tarcyn and ACC shareholders
(hereinafter the "Closing Date"), ACC shall merge with Tarcyn, with
Tarcyn emerging as the surviving entity, by the ACC shareholders
exchanging all of the issued and outstanding ACC Stock owned by
them for 4,500,000 "restricted" Common Shares of Tarcyn.
(E) Officers and Directors. At Closing, the present
officers and directors of Tarcyn shall deliver to ACC their
respective letters of resignation, along with certified minutes of
the Tarcyn Board of Directors accepting such resignation and
appointing to the Tarcyn Board those persons designated by ACC to
be officers and directors of the surviving entity herein.
3. Financial Condition of Tarcyn. Except as provided
herein, as of the Closing Date, Tarcyn balance sheet will reflect
no assets or liabilities.
4. Financial Condition of ACC. ACC hereby represents and
warrants that its unaudited financial statements for the fiscal
year ended December 31, 1997 and unaudited financial statements for
the three month period ended March 31, 1998, as provided to Tarcyn
by ACC present fairly as of their date the financial condition of
ACC.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed
herein shall take place as soon as practical after the Tarcyn
Information Statement is filed with the SEC and the respective
shareholders of Tarcyn and ACC approve the terms included herein.
The Closing shall take place in Aurora, Colorado at the offices of
legal counsel for Tarcyn, 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 ACC. At Closing, or as soon
thereafter as possible, but in no
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Mr. Douglas R. Baetz
May 5, 1998
Page 3
event later than 60 days after the date of Closing, ACC shall
provide to the present Board of Directors of Tarcyn the following:
i) a financial audit of it's books through December 31,
1997 and unaudited financial statements dated as of the
most practical date thereto, which shall be prepared in
accordance with Generally Accepted Accounting Principles
and which audit will be provided by an independent, SEC
Certified Public Accountant and such audit shall
demonstrate balance sheet information consistent with the
financial information provided to Tarcyn by ACC prior to
Closing; and
ii) an investment letter in a form acceptable to counsel
to Tarcyn, duly executed by each ACC shareholder,
acknowledging that each such shareholder is exchanging
their respective securities of ACC for their pro rata
applicable number of Tarcyn common shares, that such
shares to be acquired by each ACC 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 ACC to provide those items
described hereinabove, or failure of said audit to confirm the
financial condition of ACC as represented herein, shall render this
proposed transaction voidable at the discretion of the present
Board of Directors of Tarcyn. For purposes herein, any deviation
in excess of 10% shall be construed as conforming with the
financial condition of ACC represented herein.
(D) Representations of Tarcyn. Tarcyn 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 Tarcyn Common Stock. Some of the
current inside shareholders of Tarcyn may sell some or all of their
Tarcyn common 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 ACC fails to perform pursuant to
Paragraph 5, above, or fails to close the transaction without the
fault of Tarcyn, ACC shall be responsible for payment of all
reasonable costs incurred by Tarcyn, 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, Tarcyn and ACC will provide to each other full access to
their books and records and will furnish financial and operating
data
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Mr. Douglas R. Baetz
May 5, 1998
Page 4
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 ACC, ACC shall tender a
non-refundable fee of $25,000 to counsel to Tarcyn, herein
referenced, in order to allow such counsel to commence preparation
of all SEC filings and other related documentation necessary to
allow Tarcyn to comply with the rules and regulations necessary to
consummate the transaction proposed herein. In the event the
applicable costs incurred by Tarcyn herein exceed the aforesaid
fee, the remaining obligation shall remain due and owing by the
surviving company.
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.
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.
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Mr. Douglas R. Baetz
May 5, 1998
Page 5
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,
TARCYN CORPORATION
By: /s/ Andrew I. Telsey
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Andrew I. Telsey, President
APPROVED AND ACCEPTED this 8th day of May, 1998.
ACCESS COMMUNICATIONS CORP.
By: /s/ Douglas R. Baetz
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Douglas R. Baetz, President
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