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: February 4, 1999
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 February 3, 1999, Tarcyn Corporation (the "Company")
entered into a letter of intent with Creditco, Inc. ("Creditco"),
a privately held Florida corporation, whereby the Company has
agreed in principle to acquire all of the issued and outstanding
shares of Creditco, 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
three (3) shares of common stock shall be issued for every one (1)
share presently outstanding and thereafter, issue to the Creditco
shareholders an aggregate of 13,500,000 "restricted" common shares,
representing 90% of the Company's then outstanding common stock, in
exchange for all of the issued and outstanding shares of Creditco.
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 Creditco
shareholders and the approval of the proposed transaction by the
shareholders of the Company. If the proposed transaction with
Creditco 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 Creditco. If
these conditions are met, it is expected that the proposed
transaction with Creditco will close on or about February 15, 1999.
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
Creditco 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 Creditco,
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.
TARCYN CORPORATION
By:/s/ Andrew I. Telsey
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Andrew I. Telsey,
President
Dated: February 4, 1999
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TARCYN CORPORATION
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EXHIBIT 2.0
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LETTER OF INTENT BETWEEN
THE COMPANY AND
CREDITCO, INC.
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TARCYN CORPORATION
2851 S. Parker Road, Suite 720
Aurora, Colorado 80014
February 3, 1999
Board of Directors
Creditco, Inc.
1600 S. Dixie Highway
Boca Raton, FL 33432
Attention: Mr. Tarek Kirschen, President
Re:Plan of Merger Between Tarcyn Corporation and Creditco, Inc.
Dear Mr. Kirschen:
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 Creditco, Inc., a Delaware corporation ("Creditco"). The objective of
our discussions has been the execution and consummation of applicable, formal
Agreement(s) between Tarcyn and Creditco (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 Creditco 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 Creditco 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 Creditco, would be in the best interest of both
companies. It is the intent of the parties hereto that the proposed merger of
Creditco 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
there are 500,000 common shares of Tarcyn issued and outstanding. There are no
preferred shares issued or outstanding. Prior to Closing, as defined
hereinbelow, the Board of Directors of Tarcyn shall undertake a forward split
of the Tarcyn issued and outstanding common stock, whereby 3 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 Tarcyn at Closing to be 1,500,000 shares.
(B) Creditco Capitalization. Creditco's total authorized capital
consists of 1,000 Common Shares, par value $.001 per share. As of the date of
Closing, as defined hereinbelow, there will be 100 Common Shares issued and
outstanding.
(C) Special Board and Shareholder Meetings.
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Mr. Tarek Kirschen
February 3, 1999
Page 2
(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 of: (a) ratifying the transaction
proposed herein; (b) amending the Tarcyn Articles of Incorporation,
to change the name of Tarcyn to "MerchantOnline.com, Inc.", or such
other name as may be available and acceptable to the present Creditco
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 Creditco
Board of Directors and acceptable to the Tarcyn Board of Directors.
(ii) Prior to Closing, the Board of Directors of Creditco will (a)
call a special meeting of the Creditco 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 Creditco 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 Creditco shareholders (hereinafter the
"Closing Date"), Creditco shall merge with Tarcyn, with Tarcyn emerging as the
surviving entity, by the Creditco shareholders exchanging all of the issued
and outstanding Creditco Stock owned by them for 13,500,000 "restricted"
Common Shares of Tarcyn.
(E) Officers and Directors. At Closing, the present officers and
directors of Tarcyn shall deliver to Creditco 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 Creditco 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 Creditco. Creditco hereby represents and
warrants that its unaudited financial statements for the interim period ended
December 31, 1998, as provided to Tarcyn by Creditco present fairly as of
their date the financial condition of Creditco.
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 Creditco
approve the terms included herein. The Closing shall take place in Aurora,
Colorado at the offices of Tarcyn, 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.
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Mr. Tarek Kirschen
February 3, 1999
Page 3
(B) To Be Provided by Creditco. At Closing, or as soon thereafter
as possible, but in no event later than 60 days after the date of Closing,
Creditco shall provide to the present Board of Directors of Tarcyn the
following:
i) a financial audit of it's books through its most recent fiscal year
end 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 Creditco prior to Closing; and
ii) an investment letter in a form acceptable to counsel to Tarcyn,
duly executed by each Creditco shareholder, acknowledging that each
such shareholder is exchanging their respective securities of Creditco
for their pro rata applicable number of Tarcyn common shares, that such
shares to be acquired by each Creditco 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 Creditco to provide those items
described hereinabove, or failure of said audit to confirm the financial
condition of Creditco 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 Creditco 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. Confidentiality. Upon the signing of this Letter of Intent, Tarcyn and
Creditco 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.
7. 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
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Mr. Tarek Kirschen
February 3, 1999
Page 4
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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
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 3rd day of February, 1999.
CREDITCO, INC.
By:s/ Tarek Kirschen
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Tarek Kirschen, President
