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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) August 17, 2000
COMMISSION FILE NUMBER: 0-29346
FRM NEXUS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3754422
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
271 NORTH AVENUE, NEW ROCHELLE, NY 10801
(Address of principal executive offices) (Zip Codes)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 636-3432
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Item 5. Other Events
On August 17, 2000 the registrant signed a non-binding Letter of Intent
with Peter Doyle, as Voting Trustee of 8.1% of the issued and outstanding shares
of Kinetics Asset Management, Inc. ("Kinetics") and Murray Stahl (the "Stahl
Bregman Group"). The Stahl Bregman Group includes Murray Stahl, Steven Bregman,
John Meditz, Peter Doyle and Thomas C. Ewing, shareholders and management of
Horizon Asset Management, Inc. who are described in the Letter of Intent as the
"Control Group".
No party to the Letter of Intent is obligated in any manner until a
written agreement has been signed by (i) the registrant, approved by its Board
of Directors and consented to by a majority of its shareholders and (ii) the
Control Group. If such an Agreement has not been executed and delivered by both
parties no later than 6 PM on October 2, 2000, the proposed transaction shall be
deemed terminated and no party shall have any obligation to any other arising
from the Letter of Intent. All parties shall bear their own expenses in the
event of termination.
The registrant has a wholly owned subsidiary, MFC Development Corp.
(formerly PSI Food Services Corp.) a Delaware corporation ("MFC") which owns as
of August 31, 2000 all of the assets (except $10,000 in cash) of the registrant
subject to all of the liabilities of the registrant. The Letter of Intent
contemplates that the registrant will distribute on or about November 30, 2000
to its shareholders on the record date one (i) share of MFC common stock for
each one (1) share of the registrant's outstanding common stock at the close of
business on November 1, 2000 (the "record date"). There are presently 1,800,000
shares of common stock of the registrant outstanding, which are also expected to
be outstanding on the record date. Accordingly on November 30, 2000 the present
shareholders of the registrant together will own 1,800,000 shares common stock
of the registrant and 1,800,000 shares of common stock of MFC, constituting in
each case all of the issued and outstanding common stock of each corporation.
If the written agreement between the registrant and the Control Group
is signed on or before October 2, 2000 it will provide for a closing in November
2000 (the "Closing"). Prior to the Closing the registrant, with the consent of a
majority of its shareholders, will amend its certificate of incorporation to
increase its authorized capital and change its name to "FRM Corp." At the
Closing the registrant will issue to designees of the Control Group an aggregate
of 34,200,000 shares of common stock of the registrant (but not any shares of
MFC) for a consideration of $3,420,000 to be paid as the parties specify in the
written agreement.
Management believes this transaction will be good for its current
shareholders.
At the registrants' Annual Meeting on July 20, 2000 the five directors
nominated by management as set forth in its Proxy Statement were elected. They
are:
Seth Grossman
Allan Kornfeld
David Michael
Anders Sterner
Lester Tanner
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The officers of the registrant are:
Chairman of the Board.........................Allan Kornfeld
President and CEO.............................Lester Tanner
Vice President and CFO........................Victor Brodsky
Treasurer and Secretary.......................Deborah Knowlton
Said persons are also the directors and officers of MFC and are
expected to continue as such after the shares of common stock of MFC are spun
off to the shareholders of the registrant before the Closing.
If and when the Closing of the written agreement with the Control Group
takes place in November 2000, the Control Group can (and is expected to), by
written consent, elect a different Board of Directors which will be able to
elect all the officers of the registrant.
If the written agreement with the Control Group is consummated in
November 2000, the designees of the Control Group will own 95% of the issued and
outstanding common stock of FRM Corp. For more than the past ten years, the
business experience of said designees have been in financial risk management
including analysis and research of public companies as well as identification of
companies in early stages of promising business strategies. FRM Corp's
operations will not fall within the definition of an investment company so as to
require it to register under the Investment Company Act of 1940.
SIGNATURE
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.
FRM NEXUS, INC.
(Registrant)
Date: August 30, 2000 By /s/ Lester J. Tanner
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Lester J. Tanner, President
