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 (date of earliest event reported): December 8, 2000
ONE CLASS SYNERGY CORPORATION
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(Exact name of registrant as specified in its charter)
NPS INTERNATIONAL CORPORATION
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(Former Name of Registrant)
Delaware
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(State or other jurisdiction of incorporation)
0-13858 86-0214815
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(Commission File No.) (IRS Employer
Identification No.)
4400 US Highway 9
Freehold, N.J. 07728
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (732) 625-0770
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Item 2. Acquisition or Disposition of Assets
In its continuing efforts to implement its new business plan, effective
December 20, 2000, all of the issued and outstanding stock of the Company's
wholly owed subsidiary, Polcorp Industries, Inc. ("Polcorp"), a New York based
holding company, was sold by the Company. Polcorp has two operating
subsidiaries, including Metrix Metal, L.L.C. ("MML") and Metrix Tools, L.L.C.
("MTL"), each located in Tczew, Poland, which were included in the sale
applicable hereto. MML is engaged in the production of metal parts and
sub-assemblies, primarily the gas meter, white goods and auto parts sector,
which products are marketed in central and eastern Europe. MTL is engaged in the
design and production of tools, injection molds, dies and assembly jigs for use
in the production of gas meters, white goods, auto parts and telecommunication
equipment. This company's business is also based primarily in central and
eastern Europe. Polcorp also has a third wholly owned subsidiary, NPS Polska,
L.L.C., which was incorporated in December 1999 and which has been inactive
since its formation, but which also was included in the sale.
Polcorp and its three subsidiaries were sold to Suncrest Management
Services, S.A., a company incorporated in Nevis, West Indies ("Suncrest"). Mr.
Michael Wexler, a former officer and director of the Company, is an officer,
director and principal shareholder of Suncrest. Suncrest is also a minority
shareholder of the Company.
Suncrest had previously had an agreement with the Company to provide
management services, which services were performed by Mr. Wexler. Pursuant to
the terms of the applicable management services agreement, the Company had paid
a service fee of approximately $8,500 per month during the term of the
agreement, which was terminated in October of 2000, pursuant to the consent of
both Suncrest and the Company. In addition, Suncrest was also reimbursed for
reasonable costs and expenses incurred in conjunction with its Company related
activities. Service fees under these agreement were $119,680 and $251,300, plus
expenses of $78,691 and $127,283 for the fiscal years ended December 31, 1999
and 1998, respectively.
The terms of this disposition provided for a credit to the Company of
$100,000 from sums due Suncrest by the Company arising from previously provided
management services, plus $150,000 to be paid on or before June 30, 2001,
arising from the termination of the management services agreement per its terms.
Additionally, Suncrest assumed all of the assets and liabilities of Polcorp and
its subsidiaries.
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Item 5. Other Events
Effective December 8, 2000, the Company's shareholders adopted two
amendments to the Company's Articles of Incorporation, including changing the
name of the Company to "One Class Synergy Corporation" and increasing the number
of shares of common stock authorized for issuance to 100,000,000 shares, par
value $0.0001 per share.
These amendments were adopted by the consent of the holders of a majority
of the Company's issued and outstanding shares pursuant to the laws of the State
of Delaware.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
3.5 Certificate of Amendment of Certificate of Incorporation
10.3 Agreement to Purchase Shares Between the Company and
Suncrest Management Services, S.A.
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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.
ONE CLASS SYNERGY CORPORATION
By:s/ Henry Val
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Henry Val, President
Dated: December 21, 2000
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NPS INTERNATIONAL CORPORATION
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EXHIBIT 3.5 TO FORM 8-K
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CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
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State of Delaware
PAGE 1
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "NPS INTERNATIONAL
CORPORATION", CHANGING ITS NAME FROM "NPS INTERNATIONAL
CORPORATION" TO "ONECLASS SYNERGY CORPORATION", FILED IN THIS
OFFICE ON THE FOURTEENTH DAY OF DECEMBER, A.D. 2000, AT 2:16
O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORD OF DEEDS.
s/Edward J. Freel
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Edward J. Freel, Secretary of State
0667207 8100 AUTHENTICATION: 0857488
001628003 DATE: 12-15-00
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:16 PM 12/14/2000
001628003 - 0667207
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NPS INTERNATIONAL CORPORATION
FIRST: That at a meeting of the Board of Directors of NPS International
Corporation resolutions were duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of said corporation, declaring said amendment
to be advisable and calling for the presentation of said amendment to the
shareholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as
amended, said Article shall be and read as follows:
FIRST: The name of the Corporation (which is hereinafter referred
to as Corporation) is ONECLASS SYNERGY CORPORATION.
FURTHER RESOLVED, that the Certificate of Incorporation of this corporation
be amended by changing the Article thereof numbered "FOURTH" so that, as
amended, said Article shall be read as follows:
The amount of the total authorized capital stock of the corporation
shall be one hundred ten million (110,000,000) shares divided into one
hundred million (100,000,000) shares of Common Stock, $.0001 par value
each, and ten million (10,000,000) shares of Preferred Stock, $0.001
par value each, and the designations, preferences, limitations and
relative rights of the shares of each such class are as follows:
A. Preferred Shares
The corporation may divide and issue the Preferred Shares into
series. Preferred Shares of each series, when issued, shall be
designated to distinguish it from the shares of all other series of
the class of Preferred Shares. The Board of Directors is hereby
expressly vested with authority to fix and determine the relative
rights and preferences of the shares of any such series so established
to the fullest extent permitted by these Articles of Incorporation and
General Corporation Law of the State of Delaware in respect to the
following:
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(a) The number of shares to constitute such series, and the
distinctive designations thereof;
(b) The rate and preference of dividend, if any, the time of
payment of dividend, whether dividends are cumulative and the
date from which any dividend shall accrue;
(c) Whether the shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
(d) The amount payable upon shares in the event of
involuntarily liquidation;
(e) The amount payable upon shares in the event of voluntary
liquidation;
(f) Sinking fund or other provisions, if any, for the
redemption or purchase of shares;
(g) The terms and conditions on which shares may be
converted, if the shares of any series are issued with the
privilege of conversion;
(h) Voting powers, if any; and
(i) Any other relative rights and preferences of shares of
such series, including, without limitation, any restriction on an
increase in the number of shares of any series theretofore
authorized and any limitation or restriction of rights or powers
to which shares of any further series shall be subject.
B. Common Shares
(a) The rights of holders of the Common Shares to receive
dividends or share in the distribution of assets in the event of
liquidation, dissolution or winding up of the affairs of the
Corporation shall be subject to the preferences, limitations and
relative rights of the Preferred Shares fixed in the resolution
or resolutions which may be adopted from time to time by the
Board of Directors of the corporation providing for the issuance
of one or more series of the Preferred Shares.
(b) The holders of the Common Shares shall be entitled to
one vote for each share of Common Shares held by them of record
at the time for determining the holders thereof entitled to vote.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
and by written consent of a majority of the shareholders in accordance with
Section 228 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required by statute approved the amendment.
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THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendments.
IN WITNESS WHEREOF, said NPS International Corporation has caused this
Certificate to be signed by Henry Val, an Authorized Officer, this 1 day of
December , 2000.
NPS INTERNATIONAL CORPORATION
By s/Henry Val
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Henry Val, President
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NPS INTERNATIONAL CORPORATION
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EXHIBIT 10.3 TO FORM 8-K
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AGREEMENT TO PURCHASE SHARES
BETWEEN THE COMPANY AND
SUNCREST MANAGEMENT SERVICES, S.A.
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AGREEMENT TO PURCHASE SHARES
THIS AGREEMENT made this _____ day of December, 2000, between ONE CLASS
SYNERGY CORP., formerly known as NPS INTERNATIONAL CORPORATION with an office
located at 4400 US Highway 49, Freehold, New Jersey 07728 (hereinafter referred
to as "Seller"), and SUNCREST MANAGEMENT SERVICES, S.A., P.O. Box 21091, A-151
Second Avenue, Ottawa, Ontario K1S 5N1 Canada (hereinafter referred to as
"Purchaser").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Seller is the owner of one hundred (100%) percent of the issued
and outstanding shares of POLCORP INDUSTRIES, INC., a corporation, (hereinafter
referred to as "POLCORP"); and WHEREAS, Purchaser wishes to purchase one hundred
(100%) shares of POLCORP from by the Seller (the "Shares"); and
WHEREAS, Seller wishes to sell the shares.
NOW, THEREFORE, in consideration of the mutual covenants and other good and
valuable consideration, the receipt of which is hereby acknowledged by Seller,
the parties hereby agree as follows:
1. PURCHASE OF SHARES.
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1.1 Purchase. Subject to the terms and conditions set forth herein, the
Seller agrees to sell all of its Shares of POLCORP and the Purchaser agrees to
purchase said Shares for the purchase price and on the terms set forth in
Section 1.2 below.
1.2 Purchase Price. The aggregate purchase price (the "Purchase Price") to
be paid for
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the Shares shall be One Hundred Thousand ($100,000.00) Dollars which shall be
paid by reducing the amount owed by Seller to Purchaser by like amount,
effective as of the date of this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF SELLER.
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In order to induce the Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereunder, the Seller hereby makes the
following representations and warranties, each of which shall be deemed to be
independently material and relied upon by the Purchaser.
2.1 Ownership. Except as disclosed by Seller to Purchaser, Seller owns and
holds it shares in POLCORP beneficially and of record free and clear of any
claims, restrictions, liens, pledges and encumbrances of any kind whatsoever and
free of any rights of assignment or options of any third party. There are no
agreements of any kind, providing for or restricting the governance or control
of the transfer or issuance of the Shares.
2.2 Authority. Seller has the full legal, right power and authority to
enter into this Agreement and to consummate all of the transactions contemplated
hereby.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
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Purchaser represents and warrants to the Seller as follows:
3.1 Status. The Purchaser is a Corporation organized under the laws of the
State of Nevis, West Indies in good standing as of the date hereof.
3.2 Authority. The Purchaser has full legal right,power and authority to
enter into this Agreement and to consummate all of the transactions contemplated
hereby.
4. CLOSING.
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The closing of the purchase and sale of the Shares (the "Closing") shall be
held at the offices of Weiss & Federici LLP, 30 Main Street, Port Washington,
New York 11050, or such other place as the parties may agree.
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5. FURTHER ASSURANCES.
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The Purchaser and the Seller agree to execute and deliver to each other
such further documents or instruments and to take all such actions as may be
reasonable and necessary in furtherance of the performance of the terms,
covenants and conditions of this Agreement. The provisions of this Section "5"
shall survive the closing.
6. COSTS AND EXPENSES.
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The parties hereto shall bear their own costs and expenses in connection
with this Agreement and the transactions contemplated hereby.
7. MUTUAL RELEASES.
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The parties hereto hereby release each other from any and all claims and
obligations except for obligations contained in this Agreement.
8. MISCELLANEOUS.
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8.1 Benefits. This Agreement shall be binding upon and/or to the benefits
of the parties hereto, and their respective heirs, executors, administrators,
successors and assigns.
8.2 Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or any alleged breach thereof, shall be settled by arbitration
before or in accordance with the Rules and Regulations then obtaining of the
American Arbitration Association and judgment may be entered upon such award
thereof.
8.3 Governing Law. All matters relating to this Agreement shall be
governed, construed and controlled by and under the laws of the State of New
York.
8.4 Notices. All notices required to be sent pursuant to this Agreement
shall be either hand-delivered, sent by overnight carrier, or telecopier
delivery, notice shall be deemed given upon receipt; in the event of overnight
delivery, notice shall be deemed to have been received on the day
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following the day the notice is delivered to the overnight carrier.
8.5 No Amendments. No amendment or modification of this Agreement shall be
effective unless evidenced by writing signed by all the parties hereto.
8.6 Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and
such instrument for recital purposes shall be deemed to have been made, executed
and delivered on the date hereof, regardless of the actual time or ties when the
same or any counterparts thereof may be made, executed and delivered.
8.7 Exhibits. All exhibits hereto are hereby incorporated by reference and
shall be binding upon both parties and POLCORP.
IN WITNESS WHEREOF, the parties hereto have set their hands and caused this
Agreement to be duly authorized and executed on the day and year first above
written.
ONE CLASS SYNERGY CORP.
By: s/Henry Val
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HENRY VAL, President
SUNCREST MANAGEMENT SERVICES, S.A.
By: s/Michael Wexler
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MICHAEL WEXLER, President
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