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: May 22, 1998
3PM HOLDING CORP.
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(Exact name of registrant as specified in its charter)
COLORADO
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(State or other jurisdiction of incorporation)
0-23301 84-1284185
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(Commission File No.) (IRS Employer
Identification No.)
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 741-1118
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Item 2. Acquisition and Disposition of Assets.
Effective May 19, 1998, 3PM Corporation (the "Company")
entered into a letter of intent with Northwood Sports, Inc., a
Canadian corporation ("Northwood"), whereby the Company has agreed
in principle to acquire all of the issued and outstanding shares of
Northwood, in exchange for issuance by the Company of previously
unissued "restricted" common stock. The relevant terms of the
proposed transaction require the Company to (i) undertake a
"forward split" of its common stock, whereby 2.4 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 the Company at Closing to be
1,200,000 shares; (ii) issue to the Northwood shareholders an
aggregate of 4,800,000 "restricted" common shares (post split),
representing 80% of the Company's then outstanding common stock, in
exchange for all of the issued and outstanding shares of Northwood.
The proposed transaction is subject to satisfaction of certain
conditions, including completion of due diligence activities, the
approval of the transaction by all of the Northwood shareholders
and the approval of the proposed transaction by the shareholders of
the Company. If the proposed transaction with Northwood 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 Northwood. If these
conditions are met, it is expected that the proposed transaction
with Northwood will close in June 1998. A copy of the letter of
intent between the Company and Northwood 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 Northwood
Sports, 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.
3PM CORPORATION
By:/s/ Gregory J. Simonds
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Gregory J. Simonds, President
Dated: May 22, 1998
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3PM CORPORATION
_____________________
EXHIBIT 2.0
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LETTER OF INTENT BETWEEN
THE COMPANY AND
NORTHWOOD SPORTS, INC.
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3PM HOLDING CORP.
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
May 19, 1998
Board of Directors
Northwood Sports, Inc.
P.O. Box 22
11 Cardico Drive, Unit 10
Gormley, Ontario, Canada L0H 1Q0
Attention: Mr. William Dolan, President
Re: Plan of Share Exchange Between 3PM Holding
Corp. and Northwood Sports, Inc.
Dear Mr. Dolan:
This letter is intended to express the general terms of the Plan of
Share Exchange to be formalized between 3PM Holding Corp., a
Colorado corporation ("3PM") and Northwood Sports, Inc., a Canadian
corporation ("Northwood"). The objective of our discussions has
been the execution and consummation of applicable, formal
Agreement(s) between 3PM and Northwood (the "Exchange Agreements")
which, among other things, would provide for the various matters
set forth below.
1. Plan of Share Exchange. The board of directors of 3PM
and Northwood 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 Northwood and 3PM,
whereby 3PM would issue shares of its common stock equal to
ownership of approximately 80% of its outstanding shares, in
exchange for 100% of the then outstanding securities of Northwood,
would be in the best interest of both companies. It is the intent
of the parties hereto that the proposed share exchange of Northwood
and 3PM be effected as a tax-free reverse merger pursuant to
Section 368 of the Internal Revenue Code of 1986, as amended.
2. Terms of Share Exchange.
(A) 3PM Capitalization. 3PM's total authorized capital
stock consists of 120,000,000 shares, of which 20,000,000 shares
are Preferred Shares, par value $0.01 per share, and 100,000,000
are Common Shares, par value $0.0001 per share. As of the date
hereof there are 500,000 common shares of 3PM issued and
outstanding. There are no preferred shares issued or outstanding.
Subject to Closing, as defined hereinbelow, the Board of Directors
of 3PM shall undertake a forward split of the 3PM issued and
outstanding common stock, whereby 2.4 shares of common stock shall
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Mr. William Dolan
May 19, 1998
Page 2
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 3PM at Closing to be 1,200,000 shares.
(B) Northwood Capitalization. Northwood's total
authorized capital consists of unlimited Common Shares and "Special
Class" shares, no par value in either regard. As of the date of
Closing, as defined hereinbelow, there will be 200 Common Shares
issued and outstanding and no "Special" shares issued or
outstanding.
(C) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of 3PM will
call a special meeting of the 3PM shareholders for the
purposes of: (a) ratifying the transaction proposed
herein; (b) amending the 3PM Articles of Incorporation,
to change the name of 3PM to Northwood Sports, Inc., or
such other name as may be available and acceptable to the
present Northwood Board of Directors; (c) providing
applicable dissenter's rights afforded to the 3PM
Shareholders pursuant to the laws of the State of
Colorado; and (d) undertaking any additional amendments
to the 3PM Articles of Incorporation reasonably requested
by the Northwood Board of Directors and acceptable to the
3PM Board of Directors.
(ii) Prior to Closing, the Board of Directors of
Northwood will (a) call a special meeting of the
Northwood shareholders for the purposes of ratifying the
transaction proposed herein, including providing
applicable dissenter's rights afforded to the Northwood
Shareholders pursuant to the laws of Canada; and (b) take
all additional action necessary to cause the intent of
this letter to be adopted and ratified.
(D) Share Exchange. Subject to the approval of the
terms and conditions contained herein by the 3PM and Northwood
shareholders (hereinafter the "Closing Date"), Northwood shall
engage in a share exchange with 3PM, with 3PM emerging as the
parent company and Northwood as a wholly owned subsidiary thereof,
by the Northwood shareholders exchanging all of the issued and
outstanding Northwood Stock owned by them for 4,800,000
"restricted" Common Shares of 3PM (post forward split).
(E) Officers and Directors. At Closing, the present
officers and directors of 3PM shall deliver to Northwood their
respective letters of resignation, along with certified minutes of
the 3PM Board of Directors accepting such resignation and
appointing to the 3PM Board those persons designated by Northwood
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Mr. William Dolan
May 19, 1998
Page 3
to be officers and directors of the surviving entity herein.
3. Financial Condition of 3PM. Except as provided herein,
as of the Closing Date, 3PM balance sheet will reflect no assets or
liabilities.
4. Financial Condition of Northwood. Northwood hereby
represents and warrants that its audited balance sheet will reflect
current assets of a minimum of $640,000 and current liabilities of
approximately $190,000 as of the date of Closing.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed
herein shall take place as soon as practical after the 3PM
Definitive Proxy or Information Statement is filed with the SEC and
the respective shareholders of 3PM and Northwood approve the terms
included herein. The Closing shall take place in Aurora, Colorado
at the offices of legal counsel for 3PM, Andrew I. Telsey, P.C.,
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.
(B) To Be Provided by Northwood. At Closing, or as soon
thereafter as practical thereafter, but specifically to
subparagraph (a) below, no more than 45 days following the Closing
Date, Northwood shall provide to the present Board of Directors of
3PM the following:
i) a financial audit of it's books, which shall be
prepared in accordance with Generally Accepted Accounting
Principles and provided by an independent, SEC Certified
Public Accountant and such audit shall demonstrate
balance sheet information consistent with the financial
information provided to 3PM by Northwood prior to
Closing; and
ii) an investment letter in a form acceptable to counsel
to 3PM, duly executed by each Northwood shareholder,
acknowledging that each such shareholder is exchanging
their respective securities of Northwood for their pro
rata applicable number of 3PM common shares, that such
shares to be acquired by each Northwood 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.
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Mr. William Dolan
May 19, 1998
Page 4
(C) Non-Delivery. Failure by Northwood to provide those
items described hereinabove, or failure of said audit to confirm
the financial condition of Northwood as represented herein, shall
render this proposed transaction voidable at the discretion of the
present Board of Directors of 3PM. For purposes herein, any
deviation in excess of 10% shall be construed as conforming with
the financial condition of Northwood represented herein.
(D) Representations of 3PM. 3PM 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.
6. Default. In the event Northwood fails to perform
pursuant to Paragraph 5, above, or close the transaction without
the fault of 3PM, Northwood shall be responsible for payment of all
reasonable costs incurred by 3PM, including but not limited to
attorneys fees, due diligence costs, costs related to proxy
solicitation and such other costs as may be incurred directly
relating to this proposed transaction. Otherwise, each party
hereto shall be responsible for payment of their own legal,
accounting and any other out-of-pocket expenses reasonably incurred
in connection with this transaction, whether or not this
transaction is consummated.
7. Confidentiality. Upon the signing of this Letter of
Intent, 3PM and Northwood 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.
8. 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 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.
9. 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.
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Mr. William Dolan
May 19, 1998
Page 5
10. 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.
11. 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.
12. 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.
13. 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,
3PM HOLDING CORP.
By: \s\ Gregory J. Simonds
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Gregory J. Simonds, President
APPROVED AND ACCEPTED this 19th day of May, 1998.
NORTHWOOD SPORTS, INC.
By: \s\ William Dolan
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William Dolan, President
