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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 (Date of earliest event reported) April 8, 1998
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AUTOMOTIVE PERFORMANCE GROUP, INC
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(Exact name of registrant as specified in its charter)
Delaware 0-23705
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1207 N. Miller Road Tempe, Arizona 85281
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(Address of principal executive offices) (Zip Code)
(602) 967-5990
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Registrant's telephone number, including area code
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ITEM 1. CHANGES OF CONTROL OF REGISTRANT.
(a) A change of control of the Registrant occurred effective April 16, 1998,
when an Agreement and Plan of Merger with International Motor Sports Group
Holding, Inc. ("IMSG-H") became effective. Under said Agreement, on the
effective date IMSG-H merged into the Registrant and was extinguished. The
shareholders of IMSG-H all became shareholders of the Registrant.
Prior to the Merger, there were 7,833,902 common shares and no preferred shares
of the Registrant issued and outstanding. Pursuant to the Merger, there were
issued 108,930,887 common shares and no preferred shares to the shareholders of
IMSG-H pro rata. As of the Effective date, there were 116,764,789 shares issued
and outstanding, of which 93.3% were held by former shareholders of IMSG-H, and
6.7% were held by previous shareholders of the Registrant. In addition, previous
shareholders of IMSG-H also had the rights to purchase shares by Warrants and
employee stock options, which rights continued as to the Registrant.
Effective on the Merger date, the shares issued and outstanding were reduced 20
to 1; said reduction also applied to all shares subject to warrants and options.
Therefore, immediately after the Effective date there were 5,838,239.45 shares
outstanding.
All of the four Directors of the Registrant continue as Directors. The President
of the Registrant is now Vice Chairman, and remains President of the Klein
Engines and Competition Components, Inc., a Delaware Company. Andrew Evans,
Chairman and President of IMSG-H became the Chairman and President of the
Registrant and a Director pursuant to the terms of the Merger. Subsequently, two
additional Directors and one-non-voting Director who also was appointed
Secretary were elected. The names of the entire Board were filed in a prior 8-K
on May 1, 1998.
Three shareholders of IMSG-H controlled most of the shares. Those shareholders
are all under the effective direction of Andrew Evans. Those shareholders are
Dominion Income Management, Inc., Dominion Income Management, Inc. Profit
Sharing Plan, and Maritime Capital Partners, LP. Acquisition of control of the
Registrant was effected solely by exchange of shares whereby additional initial
shares of the Registrant were issued for all of the shares of IMSG-H.
(b) Although warrants and options exist with respect to former shareholders of
IMSG-H, exercise thereof would not change the control of the Registrant.
ITEM 8. CHANGE OF FISCAL YEAR
Pursuant to the Merger Agreement, the Registrant, which had a fiscal year ending
Sept 30, adopted a common fiscal year with IMSG-H of December 31st.
Signed this 1st day of May, 1998 by:
{James R.Medley}
James R. Medley, Treasurer
