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UNITED STATES
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 28, 2000
INTERNATIONAL MENU SOLUTIONS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
NEVADA 001-15011 91-1849433
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
350 CREDITSTONE ROAD
UNIT 202
CONCORD, ONTARIO, CANADA L4K3Z2
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (416) 366-6368
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a Financing Support Agreement (the "Support Agreement") entered into
on November 28, 2000, Southbridge Investment Partnership No. 1 ("Southbridge")
acquired the right to nominate, and International Menu Solutions Corporation
agreed to use its best to cause to be elected, a number of members of the board
of directors such that Southbridge nominees would comprise a majority of the
board of directors. To date, no action has been undertaken to effect this
majority. Southbridge nominees currently comprise two of the four board members.
ITEM 5. OTHER EVENTS.
On November 28, 2000, International Menu Solutions Corporation, a Nevada
corporation ("IMSC" or the "Company") and its subsidiary, International Menu
Solutions Inc. ("IMSI"), entered into the Support Agreement with Southbridge
whereby an affiliate of Southbridge agreed to provide security and a guarantee
in support of additional operating loans with the Bank of Nova Scotia in the
amount of CDN$3,000,000 (the "Bulge Facility"). The Bulge Facility would mature
on January 15, 2002. In conjunction with the foregoing, the Company has
received and signed a commitment letter with the Bank of Nova Scotia dated
November 1, 2000 which provides for the Bulge Facility secured by the security
and guarantee provided in the Support Agreement.
Under the terms of the agreement, Southbridge received a transaction
fee of CDN$100,000. A support payment of CDN$400,000 may be payable if the
Company does not meet certain requirements relating to (i) renegotiating the
Company's short term debt facility with Southbridge, First Ontario Labour
Sponsored Investment Fund Ltd, and Bank of Montreal Capital Corporation
("Southbridge, et al.") entered into in June 2000 by December 31, 2000 and (ii)
amend the Company's capital structure and determination of earn out payments to
sellers of businesses to the Company by March 31, 2001. Pursuant to the Support
Agreement, Southbridge also receives a guarantee fee of 5% of the portion of
the Bulge Facility advanced by the Bank of Nova Scotia and a standby fee of 3%
on any unadvanced portion. In addition, unless otherwise agreed in connection
with the renegotiation of the Southbridge, et al short term debt facility, the
Company will be required to issue 3,461,538 Warrants with each warrant
entitling the holder to purchase one common share at an exercise price of
US$0.90 on February 28, 2001. The Warrants would be exercisable to November 15,
2005.
ITEM 7. EXHIBITS
99.1 Support Agreement, dated November 17, 2000 by and between
IMSC, IMSI and Southbridge Investment Partnership No. 1
99.2 Commitment Letter by and between IMSC, IMSI (and their
subsidiaries) and the Bank of Nova Scotia dated November 1,
2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, IMSC has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December 12, 2000
INTERNATIONAL MENU SOLUTIONS
CORPORATION
By /s/ Michael A. Steele
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Michael A. Steele
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Support Agreement, dated November 17, 2000 by and between
IMSC, IMSI and Southbridge Investment Partnership No. 1.
99.2 Commitment Letter by and between IMSC, IMSI (and their
subsidiaries) and the Bank of Nova Scotia dated November 1,
2000.
