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
July 28, 2000
Date of Report (Date of earliest event reported)
PMCC FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
Delaware 0-7614 11-3404072
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
3 Expressway Plaza
Roslyn Heights, New York 11577
(516) 625-3000
(Registrant's telephone number, including area code)
Page 1 of 3 Pages
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Item 4. Changes in Control of Registrant
Effective July 28, 2000, PMCC Financial Corp. (the "Company" or the
"Registrant") announced that Internet Business's International, Inc. ("IBUI") is
purchasing the 2,460,000 shares of the Registrant held by Ronald Friedman,
Robert Friedman and the Ronald Friedman 1997 Granter Retained Annuity Trust
(collectively, the "Sellers") in a private transaction (the "Transaction"). This
purchase represents 66.36% of the 3,707,000 shares of common stock of the
Registrant outstanding. IBUI is an Internet holding company that trades publicly
under the symbol IBUI on the NASDAQ Bulletin Board. The aggregate purchase price
of $3,198,000 is to be paid in cash to the Sellers by IBUI as follows:
- $700,000 at closing;
- $306,857 for each of seven installments payments to be paid on the
30th, 60th, 90th, 120th, 150th, 180th and 210th days following the
closing;
- $175,000 on each of the 240th and 270th day after the closing (the
"Final Payments").
In the event that three months after closing, the Registrant's common stock is
not trading on either the American Stock Exchange ("AMEX") or NASDAQ, the
purchase price shall be reduced by the amount of the Final Payments, which
payments will no longer be due and payable. In the event, however, that AMEX or
NASDAQ initiates trading in months three through five subsequent to closing, and
IBUI merges the Registrant with IBUI or any of its affiliates, the purchase
price will not be reduced.
At the closing, all shares purchased by IBUI from the Sellers were deposited in
escrow with the Sellers' attorney. These shares are released to IBUI as follows
upon receipt of the scheduled installment payments:
- First Installment - 30th day after closing - release 269,230 shares;
- Second Installment - 60th day after closing - release 269,230 shares;
- Third Installment - 90th day after closing - release 236,044 shares;
- Fourth Installment - 120th day after closing - release 236,044 shares;
- Fifth Installment - 150th day after closing - release 236,044 shares;
- Sixth Installment - 180th day after closing - release 236,044 shares;
- Seventh Installment - 210th day after closing - release 236,044
shares;
- Eighth Installment - 240th day after closing - release 236,044 shares;
- Ninth Installment - 270th day after closing - release 505,276 shares.
If IBUI is relieved from making the Final Payment, then the Eighth and Ninth
installment shares will be released from escrow on the 210th day after closing.
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Item 5. Changes in Board of Directors of Registrant
Simultaneous with the Transaction, the Registrant's Board of Directors passed a
resolution to amend the Company's By-laws to provide for an increase in the
number of directors from four (4) to seven (7). Keith Haffner, the Registrant's
Executive Vice President and Interim Chief Executive Officer, resigned from the
Board. Albert Reda, IBUI's Chief Executive Officer, Louis Cherry, IBUI's
President and David Flyer, a consultant to IBUI, were elected to the
Registrant's Board. The seventh Board member, Carl Carstensen, President IBM
Solutions, European Divisions, will be elected to the Board effective at the
earliest time such election is permitted pursuant to Rule 14f-1 of the Rules and
Regulations under the Securities Exchange Act of 1934.
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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.
Date: August 21, 2000
PMCC FINANCIAL CORP.
By: /s/ Stephen J. Mayer
-------------------------------
Name: Stephen J. Mayer
Title: Chief Financial Officer
