SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K12G3
CURRENT REPORT
Pursuant to Section 13 or 15d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 1997
OraLabs Holding Corp.
(successor to SSI Capital Corp.)
(Exact name of registrant as specified in its charter)
Colorado 14-1623047
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(State or other jurisdiction (Commission (IRS EIN)
of incorporation) File Number)
2901 S. Tejon Street, Englewood, Colorado 80110
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Registrant's telephone number, including area code (303) 783-9499
SSI Capital Corp.
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On August 15, 1997, the holders of more than two-thirds of the shares of common
stock of SSI Capital Corp. ("SSI") approved the Plan of Merger ("the Merger
Agreement") between SSI and its subsidiary, OraLabs Holding Corp. ("OraLabs"), a
newly formed Colorado state corporation. The Agreement became effective August
22, 1997. The Commission File Number for SSI is 000-12893.
Pursuant to the Merger Agreement, SSI, a New York corporation, was merged with
and into OraLabs, a Colorado corporation. As of the effective date of the Merger
Agreement, the owner of each outstanding share of common stock of SSI now owns
one-half (1/2) common share of OraLabs (any remaining fractional shares were
added up to the next whole share). Each outstanding certificate representing an
SSI common share will represent one-half of the number of shares in OraLabs. All
outstanding options of SSI are now options of OraLabs. The Merger Agreement is
attached as Exhibit A in the Definitive Information Statement filed by SSI on
July 24, 1997, which Merger Agreement is hereby incorporated by reference
herein.
As a result of the merger, the Articles of Incorporation and Bylaws of OraLabs
replace the Certificate of Incorporation and Bylaws of SSI. The Articles and
Bylaws of OraLabs, which are hereby incorporated by reference to Exhibits C and
D of the Definitive Information Statement referenced above, provide for the
indemnification of the officers and directors of OraLabs to the fullest extent
permitted by law and permit the company to purchase and maintain insurance with
respect thereto. Also, the Articles and Bylaws limit the liability of directors
to the company or its shareholders for monetary damages for breach of fiduciary
duty as a director except in certain instances. OraLabs is the successor to SSI
pursuant to the closing of the Merger Agreement, and OraLabs hereby undertakes
to assume the reporting obligations of SSI.
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ITEM 7. EXHIBITS.
The following exhibits are incorporated by reference into this Current Report.
Exhibit
Number
2. The Plan of Merger, the Articles of Incorporation of OraLabs Holding
Corp. and Bylaws of OraLabs Holding Corp., attached as Exhibits A, C
and D of the Definitive Information Statement filed by SSI Capital
Corp. on July 24, 1997.
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 thereunto duly authorized.
OraLabs Holding Corp.
(Registrant)
/s/ Gary H. Schlatter
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President
August 26, 1997
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(Date)
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