UNITED STATES 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 Earliest Event Reported: July 5, 2000
FIRST CAPITAL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26271 76-0582435
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
5120 Woodway, Suit 9004, Houston, Texas 77056
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
Voice: (713) 629-4866
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On July 5, 2000 we consummated our stock exchange agreement with some of
the shareholders of AS Andevis, an Estonian corporation, whereby we received
98.8% of the capital stock of AS Andevis, in exchange for 354,270 shares of our
common stock. The shareholders of AS Andevis were Valeri Seredenko and Tatjana
Tikerpuu. If AS Andevis' pre-tax income for the year 2000 exceeds its pre-tax
income for the year 1999, we will be required to issue to Valeri Seredenko and
Tatjana Tikerpuu additional shares based on a formula whose numerator is the
amount that 2000 pre-tax income exceeds 1999 pre-tax income, divided by a 20%
discount to the average daily market closing price of our shares during the
thirty day period beginning December 15, 2000 and ending January 15, 2001.
Valeri Seredenko and Tatjana Tikerpuu would be given these shares pro rata to
the initial distribution that occurred at the consummation of the agreement on
July 5, 2000.
AS Andevis is now our wholly owned subsidiary. AS Andevis is a software
subcontractor firm serving European clients. We have agreed to continue the
existing employment agreements with AS Andevis current management, including
Valeri Seredenko and Tatjana Tikerpuu, for a period of 48 months.
The terms and conditions of the acquisition were determined by the parties
through arms length negotiations. However, no appraisal was conducted.
Item 7. Financial Statements and Exhibits
(A) The financial statements of the business acquired and the pro
forma financial information that are required by this item will
be filed by amendment no later than September 18, 2000.
(B) Exhibit 10.1 Stock Exchange Agreement
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.
FIRST CAPITAL INTERNATIONAL, INC.
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Date: July 13, 2000 By: /s/ Alex Genin
Alex Genin, President
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