SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 8, 2000
Premier Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
Utah
(State or Other Jurisdiction of Incorporation)
000-29865 33-0489616
(Commission File Number) (IRS Employer Identification No.)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
(Address of Principal Executive Offices, Including Zip Code)
(801) 575-8073
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On June 8, 2000, by unanimous written consent pursuant to Section
16-10a-821 of the Revised Business Corporation Act of the State of Utah, the
Board of Directors of Premier Brands, Inc. (the "Company") elected as directors
the individuals whose experience is summarized in the paragraphs that follow.
Simultaneously, the Board accepted the resignations of the three then-incumbent
directors. The names, ages and prior experience of the new directors are as
follows:
S. David Cooperberg
Since 1995, Mr Cooperberg has been Managing Director of Ridgewood Group
International Limited, a New York based investment bank. Mr Cooperberg has
devised cross-border financing structures for projects in both the public and
private sectors, including arenas subject to public regulations. From 1989-94,
he was Vice President, Finance of Paloma Partners, a $2 billion equity private
investment partnership, comprising the largest global network of market-neutral
funds. For the preceding 12 years, Mr Cooperberg was Senior Manager for The
Royal Bank of Canada. There, he was involved in extensive real estate finance in
several major cities throughout North America. Mr Cooperberg received an AB in
English with honors from Dartmouth College and an MBA in international business
and finance from the College of Chicago. He also holds a Licence en science
economiques appliquees from Universite de Louvain, Belgium. He has published
numerous articles in American Banker, Banking Law Review, and Executive
Business. Mr. Cooperberg is 52 years old.
Phillip Flaherty
Mr. Flaherty founded Sage Lobo Consulting in 1996 and has served as its
President since its inception. Sage Lobo is a consulting firm specializing in
financing, marketing, structural and strategic challenges within Nevada,
California and the Pacific Rim business climates. Clients have included both
large and small gaming operators, QSR based companies, and various other service
based companies. From 1993 until he founded Sage Lobo, Mr. Flaherty served as
President and Managing Director of Sheraton Desert Inn Resort and Casino, an ITT
company. Mr. Flaherty is 46 years old.
Brian W. Ransom
Mr. Ransom has served as President and a member of the Board of Directors
of CathayOnline since December 1998. From 1991 until joining CathayOnline, Mr.
Ransom acted as an independent consultant to and negotiator for North American
and European companies. He consulted on matters relating to corporate
structuring, corporate finance, foreign exchange and interest rate risk control
management and negotiation of strategic relationships between corporations and
corporations and governments. Mr. Ransom has been responsible for the management
of a US$1.5 billion loan portfolio and the
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management of a currency-trading portfolio. He has held positions on the boards
of two Canadian mutual fund companies, an international fiduciary, as well as
the boards of software and manufacturing firms. Mr. Ransom is 38 years old.
The elections and resignations described in the foregoing paragraph were in
connection with a contemplated transaction with the shareholders of
CathayBancorp.com, Limited, a Hong Kong company ("Bancorp"). This transaction
closed on June 23, 2000. In this transaction, all of the shareholders of Bancorp
exchanged their shares in Bancorp in consideration for an aggregate of
21,750,000 shares of the Company's common stock. The transaction is treated as a
reverse merger, as the shareholders of Bancorp received over 80% of the
outstanding shares in Premier Brands.
This transaction will be described in greater detail in an amendment to
this filing on Form 8-K/A.
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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.
Dated: June 23, 2000 Premier Brands, Inc.
(Registrant)
/s/ S. David Cooperberg
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S. David Cooperberg
President
