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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) September 8, 2000
UNISERVICE CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 0-24681 65-0816177
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Carmencita 25, Suite 102, Santiago, Chile
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code 011 (56-2) 334-3000
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(Former name or former address, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets.
On September 8, 2000, Uniservice Corporation (the "Company") entered
into several share exchange and stock purchase agreements with Rebrisa S.A. and
several of its shareholders to acquire 51% controlling interest in Rebrisa (the
"Acquisition").
Rebrisa is a Chilean holding company. Its ownership interests include
100% of Inmobiliaria Renta Opera S.A. and 33% of Fertilizantes de Centroamerica
S.A. Through Fertilizantes and Renta Opera, Rebrisa engages in the production
and sale of fertilizers in Costa Rica and construction and management of mixed
use real estate projects in Chile. In connection with its real estate projects,
Rebrisa also intends to enter into the logistics, Internet, global positioning
satellite and provision and fulfillment businesses. Rebrisa's executive offices
are located at Apoquindo 3000, Suite 1401, Santiago, Chile.
To facilitate the Acquisition, the Company is acquiring shares of
Rebrisa's common stock through:
o the payment of $3.6 million to Rebrisa for the purchase of
917,142,857 shares from the treasury of Rebrisa;
o purchase 186,179,917 shares of common stock of Rebrisa from
non-affiliate shareholders of Rebrisa for an aggregate of $1.1
million;
o effectuate separate stock transfers with several shareholders
of Rebrisa, some of whom are affiliates of the Company, in
which the Company will receive:
o Carmel S.A.'s 21.0% interest in Rebrisa in exchange
of 1,525,360 shares of the Company's authorized, but
unissued common stock;
o Kau Kau S.A.'s 4.9% interest in Rebrisa in exchange
of 336,738 shares of the Company's authorized, but
unissued common stock;
o B y C S.A.'s 3.4% interest in Rebrisa in exchange of
167,678 shares of the Company's authorized, but
unissued common stock; and
o Renta Viena S.A.'s 2.3% interest in Rebrisa in
exchange of 117,667 shares of the Company's
authorized, but unissued common stock.
The principal shareholders of Kau Kau and Carmel are affiliates of the
Company. Ricardo Vilensky, the CEO and majority shareholder of the Company, is
the principal shareholder of Kau Kau. Avram Fritch, a director and president of
the Company, is the principal shareholder of Carmel.
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The Acquisition is subject to the completion of the Company's public
offering of units ("Units") containing a share of preferred stock and a common
stock purchase warrant. The Company has filed a registration statement with the
Securities and Exchange Commission. It is anticipated that funding for the
purchase of Rebrisa's common stock will be from the proceeds of this proposed
secondary offering of the Company's Units.
In connection with the Company's share exchange agreements with the
shareholders of Rebrisa, Ricardo Vilensky and Avram Fritch have agreed to
exchange shares of the Company's Class B and Class A Common Stock. Subject to
the approval of Tricon and the acquisition of Rebrisa, Mr. Vilensky will
exchange 600,000 shares of Class B Common Stock for 680,000 shares of Class A
Common Stock held by Mr. Fritch. Mr. Vilensky has also agreed to purchase
189,000 shares of Class A Common Stock held by Mr. Fritch after the Offering for
approximately $529,200. In connection with this transaction, Mauricio Aguirre
will receive 10,000 shares of the Class A Common Stock from Mr. Fritch in
exchange of $28,000. If these transactions are completed, the result would be
the transfer of approximately 30% of the voting control of the Company to Avram
Fritch.
The description of the agreements is in summary form and subject to the
terms and conditions of the definitive agreements which are attached as exhibits
hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits.
2.1 Share Exchange Agreement with Kau Kau and Carmel dated
September 8, 2000.
2.2 Agreement among Ricardo Vilensky, Avram Fritch and Mauricio
Aguirre, Executive Officers of Uniservice dated September 8,
2000.
2.3 Agreement between Ricardo Vilensky and Avram Fritch, Principal
Shareholders of Uniservice dated September 11, 2000.
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SIGNATURE
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.
UNISERVICE CORPORATION
/s/ Ricardo Vilensky
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Ricardo Vilensky, Chief Executive Officer
Dated: September 21, 2000
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