FORM 8-K
Securities and Exchange Commission
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: June 17, 1999
PREMIUM CIGARS INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
ARIZONA 0-29414 86-0846405
(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation Number)
15849 North 77th Street, Scottsdale, Arizona 85260
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (480) 922-8887
<PAGE>
ITEM 2. DISPOSITION OF ASSETS.
SALE OF CAN-AM INTERNATIONAL INVESTMENTS, CORP. On or about June 2,
1999, Premium Cigars International, Ltd. (the "Company") finalized the sale of
all of its shares in its wholly owned subsidiary, Can-Am International
Investments, Corp. ("Can-Am"), to Ultimate Cigars, Corp. ("ULTC"), a publicly
traded company, for $500,000. In connection with the sale of Can-Am, the Company
and ULTC exchanged 100,000 shares of each other's common stock. ULTC has already
paid the Company the first required installment of $250,000. The second
installment of $250,000 is due on or before June 20, 1999. Additionally, the
Company has entered into an option agreement with ULTC (the "Option") pursuant
to which ULTC has the option to acquire additional shares for a total of up to
50% of the Company's issued and outstanding stock for a payment of $2,500,000
and all outstanding shares of ULTC's common stock not owned by the Company. The
Option is subject to the approval of the shareholders for both the Company and
ULTC.
ITEM 5. OTHER EVENTS.
NASDAQ DELISTING. As disclosed in a prior press release for the Company
and in the Company's Form 10-QSB filed for the quarter ended March 31, 1999, the
Listing Qualifications Panel of the Nasdaq Stock Market determined to delist the
securities of the Company effective with the close of business on May 11, 1999.
Shares of the Company are currently being traded on the OTC Bulletin Board. The
Company's management team, in conjunction with the Company's Board of Directors,
is evaluating all available options relating to this action. The Nasdaq Listing
and Hearing Review Council may, on its own motion, determine to review any
Listing Qualifications Panel decision within 45 days of the decision. If the
Review Council determines to review this decision it may affirm, modify,
reverse, dismiss, or remand the decision of the Panel.
APPOINTMENT OF NEW CHIEF EXECUTIVE OFFICER. As previously disclosed in
a press release dated May 21, 1999, the Company named Scott Lambrecht as the new
President and Chief Executive Officer. Scott Lambrecht was an original founder
of the Company and previously served as Vice President of Operations and
Secretary to the Company. Scott Lambrecht's appointment followed the resignation
of John E. Greenwell as President, Chief Executive Officer and Director of the
Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Thursday, June 17, 1999 PREMIUM CIGARS INTERNATIONAL, LTD.
By: /s/ Scott Lambrecht
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Scott Lambrecht, President
