U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 24, 1999
PEPPERMILL CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-25989 98-0186841
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
Incorporation)
1819 Clarkson Road, Suite 205, Chesterfield, Missouri 63017
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(Address of Principal Executive Offices) (Zip Code)
(314) - 530-4532
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(Registrant's Telephone Number, including Area Code)
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Item 5. Other Events
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On November 24, 1999, the Registrant announced that a controlling
interest in the outstanding shares of the Registrants's Common Stock were
purchased by Varner Technologies, Inc. ("VTI"). VTI is an Internet service
provider, and is further engaged in the marketing and sale of long distance
telephone services, prepaid telephone cards and other telecommunications
products and services via a network of independent distributors, pursuant to a
multilevel marketing plan, in 49 states of the United States.
The purchase of the shares of the Registrant's Common Stock by VTI was
done in contemplation of a business combination/merger transaction between the
two entities, whereby it is expected that all outstanding voting and non-voting
Common Stock of VTI will be exchanged for 10,116,000 shares of the Registrant's
Common Stock. The final terms of such business combination/merger are currently
being negotiated.
Upon the purchase of the Registrant's common shares by VTI, the then
current officers and directors of the Registrant resigned, and Clayton W.
Varner, President and CEO of VTI, was elected sole director and President of the
Registrant.
The Registrant also announced that it intends to change its corporate
name and trading symbol upon the conclusion of any business combination/merger
transaction between the Registrant and VTI. The Registrant's Common Stock is
currently traded on the OTC Bulletin Board under the symbol PEPM.
Item 7(c). Exhibits
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(1) A copy of press release dated November 24, 1999.
(2) Letter of Intent between the Registrant and VTI, dated November 19,
1999.
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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.
Peppermill Capital Corporation.
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(Registrant)
Date: December 6, 1999 By: /s/ Clayton Varner
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Clayton Varner, President
EXHIBIT 1
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An Internet Service Provider and Pre-Paid Telecommunications Provider purchased
a controlling interest in the outstanding public stock of Peppermill Capital
Corporation.
ST. LOUIS, MO., Nov. 24/PRNewswire/ -- Peppermill Capital Corporation,
(OTC Bulletin Board: PEPM) and Varner Technologies, Inc. today announced the
purchase of a controlling interest of the outstanding common stock of Peppermill
Capital Corporation by Varner Technologies, Inc. In addition, Peppermill and
Varner have entered into a letter of intent whereby the outstanding privately
held voting and non-voting common stock of Varner Technologies, Inc. will be
tendered for 10,116,000 shares of Peppermill. The merger is pending certain
terms and conditions including a definitive agreement between the two companies,
the draft of a fairness opinion on behalf of the Peppermill shareholders, and
various details customary to such a transaction.
Upon the purchase of the controlling interest of the common stock of
Peppermill, the then current, officers and directors resigned and voted Mr. Clay
W. Varner sole Director and President of Peppermill. Mr. Varner has 20 years of
experience in the areas of computer technology and information services. Mr.
Varner developed an information system for a start-up network marketing
business, Reliv International, which grew to be a public company with sales of
$50 million a year. Mr. Varner has applied his education in Business
Administration and Computer Science and Information Systems experience to the
development of Varner Technologies, Inc., an Internet Service Provider and
Pre-Paid Telecommunication Provider. Mr. Varner is quoted as telling his staff
and representatives, "It is not corporations, companies, or committees that make
history. It is people. The people in VTI now and those selected in the future
will make its history".
Varner was incorporated in 1994. The Company spent its first years in
development of technology and a sound marketing plan to deliver this technology
to people. The words "Networking People with Technology" and "Income Online" are
constantly heard in and about the offices of Varner Technologies. Varner's
target market is the multitude of people that lack Internet knowledgeable, and
reach through a "warm" market. Varner feels it can fill this void in the fast
pace technology market and allow people to earn income online. Varner
Technologies, Inc. is currently a provider of Internet Service and e-mail
accounts, has over 3400 Points of Presence in the United States. Customers using
Pre-Paid Telecommunications exceed 30,000, and it also markets a host of other
products through its over 5,000 representatives in 50 states. Varner has
experienced rapid growth, and its current subscriber base is over 30,000 for
both internet subscribers and email accounts.
It is the intention of management to change the name of Peppermill and
to change the trading symbol in the future. At present, information in regard to
Varner and this transaction can be obtained by calling the investor's
information number (217)-789-0947, the corporate office (314) 530-4532, or by
going to the website (xiol.net).
This press release contains certain forward-looking statements within
the meaning of section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. With the exception of historical information
contained herein, the matters discussed in this press release involve risk and
uncertainties. Actual results could differ materially from these expressed in
any forward-looking statement.
EXHIBIT 2
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PEPPERMILL CAPITAL CORPORATION
November 19, 1999
Varner Technologies, Inc.
1819 Clarkson Road
Chesterfield, MO 63017
Gentlemen:
This letter sets forth the terms and conditions upon which the business
and operations of Varner Technologies, Inc., a Missouri corporation ("Company"
or "Varner"), will be acquired by Peppermill Capital Corporation ("Peppermill"),
or a wholly owned subsidiary thereof, (the "Business Combination"). The offer
set forth in this letter of intent will expire at 5:00 p.m., Missouri time, on
November 23, 1999, unless this letter of intent is signed by the Company on the
appropriate line below and returned to the undersigned such that it is received
prior to such time.
1. Consideration. In the Business Combination, all the outstanding
voting and non-voting shares of common stock of the Company will be acquired for
the right to receive an aggregate of 10,116,000 shares of Peppermill. The
Company's preferred stock will be converted on a one-for-one basis in a new
class of Peppermill preferred stock.
2. Acquisition Agreement. Peppermill and the Company agree to act in
good faith to negotiate and cause the execution of a definitive Acquisition
Agreement (the "Acquisition Agreement") on or before December 31, 1999. The
Acquisition Agreement will contain representations, warranties, covenants and
conditions to be agreed upon by the parties.
3. Peppermill's Conditions to Closing. Peppermill's closing of the
transaction will be subject to the satisfaction of certain conditions, including
the following:
(a) Execution of a definitive Acquisition Agreement between
Peppermill and the Company, satisfactory in form and substance to Peppermill;
(b) Receipt of all necessary third party consents including
approval of Peppermill's and the Company's board of directors and shareholders;
and
(c) Receipt of all fairness opinions that the transaction is
fair to Peppermill's common shareholders from a financial point of view.
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Varner Technologies, Inc.
November 19, 1999
Page 2
4. Company's Conditions to Closing. The Company's closing of the
transaction will be subject to the satisfaction of certain conditions, including
the following:
(a) Execution of a definitive Acquisition Agreement
satisfactory in form and substance to the Company;
(b) Receipt of all necessary third party consents, including
approval of Peppermill's and the Company's board of directors and shareholders;
and
(c) Execution and delivery, prior to execution of the
Acquisition Agreement, of a voting agreement and proxy by shareholders owning
10,116,000 shares of Peppermill.
5. Communications. Without the prior consent of the parties hereto,
between the date hereof and the closing date, neither Varner, or Peppermill nor
any of the officers, directors, employees, affiliates, stockholders or agents of
any of them, shall make any statement or public announcement or any release to
trade publications or through the press or otherwise, or make any statement to
any competitor, customer or any other third party, with respect to the
transaction contemplated hereby; provided, however, that nothing contained
herein shall prevent (i) a party from communicating with those employees who
will be involved in facilitating the closing of the transaction contemplated
hereby; (ii) Peppermill and the Company from disclosing this transaction to its
lenders, prospective underwriters; and (iii) as required by law.
6. Expenses. Each party shall be responsible for all of its expenses
incurred in connection with the transaction contemplated by this letter
agreement, including the fees of any brokers and financial advisors.
7. Termination. Except for paragraphs 5 and 6 hereof, this letter will
automatically terminate and be of no further force and effect upon the earliest
of (a) execution of a definitive Acquisition Agreement between Peppermill and
the Company, (b) mutual agreement of the Company and Peppermill to terminate
this letter agreement, and (c) 120 days after the acceptance of this letter
agreement by the Company. Notwithstanding anything in the previous sentence, the
termination of this letter agreement shall not affect any rights a party has
with respect to the breach of this letter agreement by another party prior to
such termination.
This letter agreement is intended to be, and shall be construed only as
a letter of intent and except for Sections 5,6, and 7 shall not impose any
binding obligations on any person. Except as provided in the immediately
preceding sentence, it is understood that the rights and
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Varner Technologies, Inc.
November 19, 1999
Page 3
obligations of the parties remain to be defined in a definitive Acquisition
Agreement into which this letter agreement shall be merged.
If you are in agreement with the terms set forth above and desire to
proceed with the transaction on that basis, please sign this letter agreement in
the space provided below and return an executed copy to us at the address set
forth above.
Sincerely,
PEPPERMILL CAPITAL CORPORATION
By: /s/ Clayton W. Varner
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Name: Clayton W. Varner
Title: CEO and President
ACCEPTED AND AGREED as of the date first above written:
VARNER TECHNOLOGIES, INC.
By: /s/ Clayton W. Varner
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Name: Clayton W. Varner
Title: CEO and President
By: /s/ John A. Schlautman
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Name: John A. Schlautman
Title: CFO
