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: October 7, 1999
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 October 7, 1999, 3PM Corporation (the "Company") entered into
a letter of intent with Mesrrs. Greg McDonald and Mark Bragg (the "Sellers")
whereby the Company has agreed in principle to acquire an exclusive license to
market recordings currently owned by the Sellers on the Internet 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 3 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 1,500,000 shares; and (ii) issue to the Sellers an
aggregate of 13,000,000 "restricted" common shares (post split), representing
approximately 90% of the Company's then outstanding common stock.
The proposed transaction is subject to satisfaction of certain
conditions, including completion of due diligence activities and the approval of
an amendment to the Company's Articles of Incorporation whereby it is proposed
to change the name of the Company to "Spin Planet.com, Inc." If the proposed
transaction 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 Sellers. If these conditions are met, it is expected that the
proposed transaction will close within 30 days from the date of this report. A
copy of the letter of intent between the Company and the Sellers is attached
hereto as Exhibit 10.1 and incorporated herein as if set forth.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
(10) Material Contracts
10.1 Letter of Intent between the Company and the Sellers
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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: October 7, 1999
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3PM CORPORATION
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EXHIBIT 10.1
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LETTER OF INTENT BETWEEN
THE COMPANY AND SELLERS
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3PM HOLDING CORP.
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
October 6, 1999
Mr. Greg McDonald
Mr. Mark Bragg
801 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Re: Acquisition of Assets by 3PM Corporation
Gentlemen:
This letter is intended to express the general terms relating to the acquisition
of certain assets by 3PM Holding Corp., a Colorado corporation ("3PM" or the
"Company") owned by both of you. The objective of our discussions has been the
execution and consummation of applicable, formal Agreement(s) between the
Company and yourselves (the "Agreements") which, among other things, would
provide for the various matters set forth below.
1. Acquisition of Assets by the Company. The parties hereto have completed
an initial evaluation of certain assets currently owned by the two of you and
other relevant information of the other and have concluded that an acquisition
of those assets more fully described in Exhibit "A" attached hereto and
incorporated herein as if set forth (the "Assets") by the Company, whereby the
Company would issue shares of its common stock equal to ownership of
approximately 90% of its outstanding shares, in exchange for the granting by you
of an exclusive license to market the recordings included in the Assets on the
Internet only would be in the best interest of both parties hereto. It is the
intent of the parties hereto that, if possible, the proposed transaction
described herein be effected on a "tax-free" basis pursuant to the Internal
Revenue Code of 1986, as amended.
2. Terms of Acquisition.
(A) 3PM Capitalization. 3PM's total authorized capital stock
consists of 25,000,000 shares of Preferred Stock, par value $0.001 per share,
and 50,000,000 shares of Common Stock, par value $0.001 per share. As of the
date hereof there are 500,000 common shares of the Company issued and
outstanding, subject only to the provisions included hereinbelow. There are no
preferred shares issued or outstanding.
Prior to Closing, as defined hereinbelow, the Board of Directors of the Company
shall undertake a forward split of the Company issued and outstanding common
stock, whereby 3 shares of common stock
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Mr. Greg McDonald
Mr. Mark Bragg
October 6, 1999
Page 2
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 1,500,000 shares.
(B) 3PM Special Board and Shareholder Meeting. Prior to Closing,
the Board of Directors of the Company will call a special meeting of the Board
of Directors and shareholders (if deemed necessary pursuant to the laws of the
State of Colorado) for the purposes of: (a) ratifying the transaction proposed
herein; (b) amending the Company Articles of Incorporation, to change the name
of the Company to "Spin Planet.com, Inc.", or such other name as may be
available and acceptable to you; (c) undertaking any additional amendments to
the Company Articles of Incorporation reasonably requested by the you and
acceptable to the Company's Board of Directors.
(C) Officers and Directors. At Closing, the present officers and
directors of the Company shall deliver to the Company their respective letters
of resignation, along with certified minutes of the Company Board of Directors
accepting such resignation and appointing to the Company Board those persons
designated by you to be officers and directors of the surviving entity herein.
3. Financial Condition of the Company. Except as provided herein, as of the
Closing Date, the Company balance sheet will reflect no assets or liabilities.
4. Conditions to Closing.
(A) Closing. The Closing of the transaction proposed herein shall
take place as soon as practical after the Company's Board of Directors has
approved the terms included herein, the Company's shareholders have adopted
those amendments to the Company's Articles of Incorporation and, if necessary,
the Company has filed an Information Statement with the US Securities and
Exchange Commission and the respective shareholders of you approve the terms
included herein. It is anticipated that this will take approximately 30 days.
The Closing shall take place in Aurora, Colorado at the offices of legal counsel
for the Company, 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 You. At Closing, you shall provide
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Mr. Greg McDonald
Mr. Mark Bragg
October 6, 1999
Page 3
to the present Board of Directors of the Company the following:
i) an investment letter in a form acceptable to counsel to the
Company, duly executed by each of you, acknowledging that you both
have agreed to sell the Assets in exchange for an aggregate of
13,000,000 common shares of the Company common stock, that of such
shares to be acquired by you, those shares are being acquired
solely for your own account and for investment and neither of you
have any 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; and
(ii) such other documentation as is reasonably requested by the
Company and which is customarily delivered in transactions of the
kind described herein.
(C) Non-Delivery. Failure by either of you to provide those items
described hereinabove shall render this proposed transaction voidable at the
discretion of the present Board of Directors of the Company.
(D) Representations of the Company. The Company 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.
5. Default. In the event you fails to perform pursuant to Paragraph 4,
above, or close the transaction without the fault of the Company, you shall be
responsible for payment of all reasonable costs incurred by the Company,
including but not limited to attorneys fees, due diligence costs 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.
6. Confidentiality. Upon the signing of this Letter of Intent, the Company
will provide you full access to its books and records and will furnish financial
and operating data and such other information with respect to its business and
assets as may reasonably be requested from time to time. If the proposed
transaction is not consummated, you shall keep confidential any
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Mr. Greg McDonald
Mr. Mark Bragg
October 6, 1999
Page 4
information (unless ascertainable from public filings or published information),
obtained concerning the Company's operations, assets and business.
7. 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.
8. Counterparts Facsimile Execution. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile machine
or telecopier is to be treated as an original document. The signature of any
party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At the request
of any party, a facsimile or telecopy document is to be re-executed in original
form by the parties who executed the facsimile or telecopy document. No party
may raise the use of a facsimile machine or telecopier machine as a defense to
the enforcement of the Agreement or any amendment or other document executed in
compliance with this Section.
9. 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.
10. 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.
11. 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.
12. Amendments. This Agreement may only be amended by the mutual consent
of all the parties hereto which Amendment shall be
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Mr. Greg McDonald
Mr. Mark Bragg
October 6, 1999
Page 5
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 CORPORATION
By: /s/ Greg Simonds
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Greg Simonds, President
APPROVED AND ACCEPTED this 7th day of October, 1999.
/s/ Greg McDonald
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Greg McDonald
/s/ Mark Bragg
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Mark Bragg
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EXHIBIT "A"
SHADOWROCK ENTERTAINMENT, INC., CATALOGUE OF MASTER
SOUND RECORDINGS TO BE LICENSED TO 3PM, INC.
Herman's Hermits Greatest Hits
Peter Noone
I'm Into Something Good
Wonderful World
Listen People
Dandy
A Must To Avoid
No Milk Today
Steady Eddie
God Knows
Leaning On A Lampost
Silhouettes
Don't Say It
Needles And Pins
Just A Little Bit Better
End Of The World
Jezebelle
A Kind Of Hush
Mrs. Brown (You've Got A
Lovely Daughter)
I'm Henry The VIII, I Am!
Rick Nelson All My Best
Travelin' Man
Hello Mary Lou
Stood Up
Garden Party
It's Late
You Know What I Mean
Young World
Lonesome Town
I Got A Feeling
Don't Leave Me This Way
Believe What You Say
Poor Little Fool
Never Be Anyone Else But You
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You Are The Only One
Just A Little Too Much
It's Up To You
Waitin' In School
Fools Rush In
Teenage Idol
I'm Walkin'
Mighty Good
Sweeter Than You
Rockin' The Night Away
The Mamas & The Papas Monday, Monday
Donovan Mellow, Yellow
Terry Stafford Suspicion
Peter Noone Can't You Hear My Heartbeat
Jan & Dean The Little Old Lady (From Pasadena)
Donovan Sunshine Superman
The Grass Roots Midnight Confessions
Peter Noone I'm Into Something Good
Ray Peterson Corrina, Corrina
The Grass Roots Temptation Eyes
Jan & Dean Surf City
Tommy James & The Shondells Hanky Panky
Tommy James & The Shondells I Think We're Alone Now
Tommy James & The Shondells Mony, Mony
Sonny Bono I Got You Babe
The Mamas & The Papas Straight Shooter
The Mamas & The Papas Mississippi
The Mamas & The Papas Sunday Will Never Be The Same
The Mamas & The Papas Go Where You Wanna Go
The Mamas & The Papas Dream A Little Dream Of Me
Jan & Dean Deadman's Curve
Jan & Dean Surf City
Jan & Dean Drag City
Jan & Dean Sidewalk Surfin'
Sonny Bono The Beat Goes On
Sonny Bono All I Ever Need Is You
Tommy James & The Shondells Crimson & Clover
Tommy James & The Shondells Crystal Blue Persuasion
Tommy James & The Shondells Dragging The Line
Terry Stafford Suspicion
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Ray Peterson The Wonder of You
Peter Noone Mrs. Brown
Peter Noone There's A Kind Of Hush
Peter Noone I'm Henry The VIII, I Am!
Peter Noone Silhouettes
Peter Noone Listen People
The Grass Roots Let's Live For Today
The Grass Roots Sooner Or Later
The Grass Roots I'd Wait A Million Years
The Grass Roots Two Divided By Love
