UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
AMENDED FORM 8-K
August 31, 2000
CURRENT REPORT
0-29705
(Commission file number)
THE MURDOCK GROUP CAREER SATISFACTION CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 736104 87-0574421
(State or other jurisdiction of (Primary Standard (IRS Employer Classifi-
incorporation or organization) Industrial ID number) cation Code Number)
5295 SOUTH COMMERCE DRIVE, SUITE 300, SALT LAKE CITY, UTAH 84107
(Address of principal executive offices)
(801) 268-3232
(Registrant's telephone number)
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Item 2. Acquisition or Disposition of Assets
As stated in its Form 8-K filed on July 14, 2000, the registrant
acquired a total of 750.68 acres of raw land in Eagle Mountain, a city in Utah
County, Utah (the "Property"), in exchange for 6,088,584 of its class A common
voting shares (the "Shares") and $1,612,684 in cash on June 30, 2000. The
registrant, through its Real Estate Division, plans to add entitlements to the
Property, primarily concept planning and rezoning, and sell it off to one or
more developers over the next 2 years.
All component parcels of the Property were owned by Grant B. Smith and
James E. Smith, father and son, personally and through two corporations and a
partnership. These entities were holding companies which leased the land to
related companies for farming purposes; they conducted no other business
activities.
The registrant acquired the Property from the Smiths by merging with
the corporations and purchasing the other parcels for cash. The registrant
acquired G&J Farms, Inc., a Utah corporation which owned 355.7458 acres of the
Property, in exchange for 3,124,824 Shares, and G.S.F., Inc., a Utah corporation
which owned 316.6145 acres of the Property, in exchange for 2,781,100 Shares.
The registrant was the surviving entity in both of these mergers.
Immediately after these transactions, the Smiths as the sole
shareholders of the corporations became the owners of 23.51% of the outstanding
shares of the registrant as follows: Grant B. Smith, 17.29%, and James E. Smith,
6.22%. Prior to the transactions neither was affiliated with the registrant.
In addition to the Property acquired by merger, registrant purchased
for cash 78.32 acres of the Property held by the following parties as tenants in
common: Grant B. Smith, 25.71%; James E. Smith, 25.71%; and Grant Smith Farms
L.P., 48.58%, paying $414,636, $414,636, and $783,424 respectively. These funds
were borrowed by the registrant from Clark Real Estate. The partnership is owned
61% by the Smiths and 39% by family members.
As a part of these transactions, the Smiths and related entities leased
back from the registrant the right to farm the Property until the Property is
sold.
In connection with all of the sales of restricted stock described
above, the Company relied upon exemptions from the registration requirements of
the Securities Act of 1933, including the exemptions afforded by Rule 506 and
Section 4(2) under the Securities Act for offers and sales of securities not
involving any public offering. The purchasers of such shares represented and
warranted to the Company that they were acquiring the shares for their own
account and for investment and not with a view to the public resale or
distribution thereof.
In addition, the purchasers were advised that the securities issued in
these transactions are restricted securities and that there are significant
restrictions on transferability applicable to the securities by reason of
federal and state securities laws and that the purchasers could not sell or
otherwise transfer the securities except in accordance with the applicable
securities laws.
In each case the purchasers were provided with access to all material
information (and with the opportunity to ask questions and receive answers)
regarding the Company and the securities, and the purchasers represented that
they were accredited investors under Rule 501 of Regulation D or they have such
knowledge and experience in financial and business matters that they are capable
of evaluating the merits and risks of the acquisition and holding of the
securities issued in these transactions.
A legend was placed on all certificates and instruments representing
these securities stating that the securities evidenced by such certificates or
instruments have not been registered under the Securities Act and setting forth
the restrictions on their transfer and sale.
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Item 7. Financial Statements and Exhibits
In its Form 8-K filed on July 14, 2000, the registrant noted that financial
statements respecting the acquisitions described in Item 2 would be filed by
amendment no later than 60 days after the date of the filing. The following
exhibit is filed herewith:
1. Memorandum from Hansen Barnett & Maxwell, Certified Public Accountants.
The following exhibits were filed with the 8-K filed on July 14, 2000:
1. Agreement and Plan of Merger between the registrant and G&J Farms,
Inc.;
2. Agreement and Plan of Merger between the registrant and G.F.S., Inc.;
3. Farm Lease Agreement between the registrant and Grant Smith Farms.
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
The Murdock Group Career Satisfaction Corporation
Dated this 31st day of August, 2000
/s/ KC Holmes
--------------------
By KC Holmes, CEO
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Index of Exhibits
Exhibit
No. Description Page
3.1 Articles of Incorporation dated November 5, 1997 Previously filed
3.2 Bylaws dated November 5, 1997 Previously filed
3.3 Amended Bylaws of The Murdock Group Career Previously filed
Satisfaction Corporation dated January 3,2000
4.1 Form of Stock certificate Previously filed
4.2 Form of Bond certificate Previously filed
10.1 Purchase of The Murdock Group by Envision Career Previously filed
Services, LLC dated July 26, 1996.
10.2 Exchange Agreement between The Murdock Group and Previously filed
Envision dated May 31, 1998.
10.3 Lease of Office Space by Corporate Headquarters Previously filed
10.4 License Agreement with myjobsearch.com, inc. Previously filed
10.5 1999 Stock Option Plan Previously filed
10.6 Stock Option Form of Award Previously filed
10.7 Contract for Purchase of Real Property Previously filed
10.8 Contract for Purchase of Real Property Previously filed
10.9 Contract for Purchase of Real Property Previously filed
10.10 Contract for Purchase of Real Property Previously filed
10.11 Contract for Purchase of Real Property Previously filed
10.12 Contract for Purchase of Real Property Previously filed
10.13 Contract for Purchase of Real Property Previously filed
10.14 Contract for Purchase of Real Property Previously filed
10.15 Contract for Purchase of Real Property Previously filed
10.16 Contract for Purchase of Real Property Previously filed
10.17 Contract for Purchase of Real Property Previously filed
10.18 Contract for Purchase of Real Property Previously filed
10.19 Contract for Purchase of Real Property Previously filed
10.20 Contract for Purchase of Real Property Previously filed
10.21 Agreement and Plan of Merger with G&J Farms, Inc Previously filed
10.22 Agreement and Plan of Merger with G.F.S., Inc. Previously filed
10.23 Farm Lease Agreement Previously filed
16 Letter on change in certifying accountant Previously filed
21.1 List of subsidiaries Previously filed
23.1 Consent of Hansen Barnett & Maxwell, CPA Previously filed
23.2 Consent of David Thomson, CPA Previously filed
23.3 Memorandum of Hansen Barnett & Maxwell, CPA 5
27 Financial Data Schedule Previously filed
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