SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EVENT REPORTED: OCTOBER 1, 1999
Integrated Food Resources, Inc.
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(Name of Small Business Issuer in Its Charter)
State of Nevada 0-25109 93-1255001
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
6700 S.W. Sandburg Street, Tigard, Oregon 97223
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(Address of Principal Executive Offices)
503-598-4375
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(Issuer's Telephone No.)
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ITEM 2: DISPOSITION OF ASSETS
On September 9, 1999, the Board of Directors of Integrated Food
Resources, Inc. ("the Company") approved a plan to divest itself of its holding
in ClipperNet Corporation ("ClipperNet"), its wholly owned subsidiary engaged in
the development of wireless microwave, Internet connection networks.
Under the plan, ClipperNet's management group will take control of that
company. The plan calls for a 20 to 1 reverse split of ClipperNet's common stock
which will reduce the Company's holdings from 1,000,000 shares (100% of
ClipperNet's predivesture outstanding shares) to 50,000. The group collectively
owns 1,015,702 shares of the Company's common stock which they will invest in
ClipperNet in exchange for 1,523,553 shares of new issue ClipperNet common
stock. Five ClipperNet creditors are holding notes payable totalling $692,441.92
which they have agreed to convert into stock at the rate of $2.027/share into
341,661 shares of new issue ClipperNet common stock. As a result of these
transactions, the Company's ownership in ClipperNet will be reduced from 100% to
2.61% (50,000 shares out of 1,915,214 total outstanding).
The plan further includes a provision for the Company to repurchase the
1,015,702 shares of its common stock surrendered by the founders to ClipperNet.
The Company has an unconditional, ten-year option to repurchase these shares by
paying ClipperNet the lesser value represented by 1) a cash payment equal to
1,015,702 shares multiplied by a share value of $4.50 or 2) the surrender of its
50,000 shares of ClipperNet common stock considering their market value/share at
the time the option is exercised.
It is further agreed between the parties that Ransom Southerland will
tender his resignation from the Company's Board of Directors and that Alain de
la Motte and James McKenzie will tender their respective resignations from
ClipperNet's Board of Directors. All resignations have been tendered and
unanimously approved.
For accounting purposes, the effective date of the plan is retroactive
to July 31, 1999, the fiscal year end of the Company. Closing on the terms and
conditions of the divestiture took place on October 1, 1999.
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, thereunto duly authorized.
Integrated Food Resources, Inc.
Date: October 12, 1999 By /s/ Alain de la Motte
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Alain de la Motte
Chairman and CEO
