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 29, 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.
On May 22, 1998 3PM Corporation (the "Company") did file a
report on Form 8-K advising of the execution of a letter of intent
to merge the Company 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 parties have subsequently entered into an amendment to the
aforesaid letter of intent, wherein those changes referenced in
said amendment, which is included herein as Exhibit 2.1 and
incorporated herein as if set forth, were agreed. The balance of
the initial letter of intent remains in place.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
2.1 Amendment to 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 29, 1998
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3PM CORPORATION
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EXHIBIT 2.1
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AMENDMENT TO
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 26, 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: Amendment to Letter of Intent; Proposed Merger
Between 3PM Holding Corp. and Northwood Sports, Inc.
Dear Mr. Dolan:
On or about May 19, 1998, 3PM Holding Corp. ("3PM") and your
company, Northwood Sports, Inc. ("Northwood"), did enter into that
certain letter of intent wherein said companies did agree, in
principle, to engage in a merger, the terms of which were included
in the aforesaid letter. In accordance with discussions which have
ensued subsequent to the execution of said letter, the following is
intended to amend certain terms as previously agreed in said letter
of intent:
The following provisions of the letter of intent between 3PM and
Northwood are amended as follows:
"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 77% of its outstanding shares, in
exchange for 100% of the then outstanding securities of Northwood,
would be in the best interest of both companies."
The balance of this section shall remain as stated in the initial
letter of intent.
Section 2(A) is hereby amended as follows:
"(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.
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Mr. William Dolan
May 26, 1998
Page 2
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 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 3PM at Closing to be 2,000,000
shares."
Sections 2(B) and 2(C) shall remain as stated. Section 2(D) is
hereby amended as follows:
"(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 6,400,000
"restricted" Common Shares of 3PM (post forward split). "
The balance of the initial letter of intent shall remain as
originally stated.
If the foregoing accurately reflects your understanding of the
terms and conditions of our agreement, as amended, 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 27th day of May, 1998.
NORTHWOOD SPORTS, INC.
By: /s/ William Dolan
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William Dolan, President
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