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
August 1, 2000
Date of Report (date of earliest event reported)
Visual Bible International, Inc.
(Exact Name of Registrant as Specified in its Charter)
Florida 000-26037 65-1030068
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
55 University Avenue, Suite 500, Toronto, Ontario M5J 2H7 Canada
(Address of Principal Executive Offices, Including Zip Code)
(416) 216-8512
(Registrant's Telephone Number, Including Area Code)
American Uranium, Inc.
121 Richmond Street, 7th Floor, Toronto M5H 2L3 Ontario Canada
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
(a) As of the date hereof, after the issuance of 600,000
shares of our common stock and the expected issuance of an
additional 142,856 shares of our common stock pursuant to an
offering (the "Recent Offering") undertaken by us under Regulation S
under the Securities Act of 1933 (See "Item 5. Other Events - Recent
Offering of Securities" below) but without giving effect to the
12,750,001 shares of common stock we issued to the shareholders of
Visual Bible, Inc., a Florida corporation ("VB") in order to
conclude a share exchange transaction (See Item 2. "Acquisition and
Disposition of Assets" below) we would have had 9,801,117 shares of
our common stock outstanding. Upon issuance of the 12,750,001
shares of our common stock in connection with the share exchange
transaction, such shares represent approximately 56.5 percent of our
issued and outstanding common stock. Accordingly, the holders of
the 12,750,001 shares of our common stock issued in connection with
the share exchange transaction own, in the aggregate, more than a
majority of our issued and outstanding common stock and possess
significant influence over us, giving them the ability, among other
things, to elect a majority of our Board of Directors and approve
significant corporate transactions. Such share ownership and
control may also have the effect of delaying or preventing any
further change in control, impeding a merger, consolidation,
takeover or other business combination or discourage a potential
acquirer from making a tender offer or otherwise attempting to
obtain control of us which could have a material adverse effect on
the market price of our common stock. Furthermore, each of the
prior shareholders of VB has executed a shareholder voting agreement
and irrevocable proxy (the "Voting Agreement") in connection
therewith giving John Hamilton, or his successors, the right, until
August 1, 2002, to vote the shares of our common stock owned by each
such prior shareholder on any and all matters for which such a
shareholder has the right to vote.
(b) On the date hereof, after giving effect to all of the
shares of our common stock that we issued and expect to issue
pursuant to the Recent Offering (See "Item 1 (a) above and "Item 5.
Other Events - Recent Offering of Securities" below), we would have
22,551,118 shares of our common stock issued and outstanding. The
following table sets forth certain information regarding the
beneficial ownership of our common stock as of August 16, 2000 of
(1) each person who is know to us to own beneficially more than 5%
of our common stock, (2) each of our directors and officers and (3)
all of our directors and officers as a group:
<TABLE>
<S> <C> <C>
Name and Address of Beneficial Owner Amount of Beneficial Approximate Percent of
Ownership (1) Class (1)
John Hamilton (2) (6) 12,750,001 56.5
80 Carlauren Road, Suite 23
Woodbridge, Ontario L4L 7Z5 Canada
James D. Beatty 1,000,000 4.4
55 University Avenue, Suite 500
Toronto, Ontario M5J 2H7 Canada
Bess Fotopoulos (3) 400,000 1.8
55 University Avenue, Suite 500
Toronto, Ontario M5J 2H7 Canada
Visual International (Pty) Ltd. (4) 3,500,000 15.5
No. 8 Rosen Heights
Pasita Street, Rosendal
Bellville 7535 South Africa
Oceanic Productions, Ltd. (5) 1,970,000 8.7
c/o Trinity Capital
55 University Avenue, Suite 500
Toronto, Ontario M5J 2H7 Canada
All directors and officers as a group (7) 12,750,001 56.5
</TABLE>
(1) Unless otherwise noted below, we believe that all persons named
in the table have sole voting and investment power with respect to
all shares of our common stock beneficially owned by them. For
purposes hereof, a person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from
the date hereof upon the exercise of warrants or options or the
conversion of convertible. Each beneficial owner's percentage
ownership is determined by assuming that any such warrants, options
or convertible securities that are held by such person (but not
those held by any other person) and which are exercisable within 60
days from the date hereof, have been exercised.
(2) Includes 1,000,000 shares held by John Hamilton and 1,030,400
shares owned by 1417306 Ontario Corporation. John Hamilton
beneficially owns all of the outstanding equity securities of
1417306 Ontario Corporation. Also, includes 185,000 shares held by
Judith Hamilton, the wife of John Hamilton and 250,000 shares held
by 3530370 Canada, Inc., all of the equity securities of which are
beneficially owned by Judith Hamilton, although John Hamilton
disclaims any beneficial ownership of the shares owned, beneficially
or otherwise, by Judith Hamilton. Also, includes 99,600 shares
owned by Maureen Hamilton, the mother of John Hamilton although John
Hamilton disclaims any beneficial ownership of the shares owned,
beneficially or otherwise, by Maureen Hamilton.
(3) Includes 400,000 shares held by 1328798 Ontario, Inc. Bess
Fotopoulos beneficially owns all of the outstanding equity
securities of 1328798 Ontario, Inc.
(4) Visual International (Pty) Ltd. is the beneficial owner of more
than five percent (5%) of our common stock. See "Item 1(a) above."
(5) Oceanic Productions, Ltd. is the beneficial owner of more than
five percent (5%) of our common Stock.. See "Item 1(a) above."
(6) Pursuant to the Voting Agreement, Mr. Hamilton exercises voting
control until August 1, 2002 over all of common stock received by
the prior shareholders of VB (12, 500,001 shares). See "Item 1(a)
above."
(7) See Notes above.
Item 2. ACQUISITION AND DISPOSITION OF ASSETS.
On August 1, 2000, we acquired all of the issued and
outstanding shares of Visual Bible, Inc., a Florida corporation
("VB"), a formerly unaffiliated entity that owns exclusive license
agreements with the International Bible Society and with Broadman &
Holman to produce, distribute, market and sell, in a visual format,
the New International Version of the Bible and the Christian
Standard Version of the Bible, as well as, other assets associated
with those license agreements, including but not limited to all
intellectual property and proprietary information, accounts
receivable, video, film and music inventory associated with, among
other things, the film productions of the Book of Matthew and the
Book of Acts. The acquisition was accomplished pursuant to a Stock
Exchange Agreement dated July 24, 2000 between us and the VB
shareholders, and as a result of this transaction VB (along with its
wholly owned subsidiary Visual Entertainment, Inc., a Texas
corporation ("VE"), and along with VE's wholly owned subsidiary
Visual Entertainment Music, LLC, a Texas limited liability company
("VELLC") is now our wholly owned subsidiary. We exchanged
12,750,001 shares of our $.001 par value common stock for all of the
outstanding shares of VB. We and VB engaged in arms length
negotiations to determine the relative value of the consideration
associated with this transaction. Since the purchase price
consisted entirely of the issuance of shares from our authorized but
unissued capital, no funds were used for this acquisition. We
intend to the operations of VB in the same manner as existed prior
to our acquisitions of VB.
Prior to the consummation of this transaction, there was no
material relationship between VB or any of its shareholders and us
or any of our affiliate, directors or officers, or any associate of
any of our directors or officers.
Item 5. OTHER EVENTS.
(a) Recent Regulation S Offering. On August 1, 2000, we
commenced an offering of up to 750,000 shares of our common stock to
a limited number of investors without registration under the
Securities Act of 1933 in reliance upon Regulation S promulgated
thereunder (the "Recent Offering"). As of the date hereof, the
Recent Offering has not yet terminated, and we have sold 600,000
shares of our common stock and received $2,999,997 in payment
therefor. We expect to sell an additional 142,866 shares of our
common stock and to receive $1,000.000 in payment therefor. After
such sale, we expect the Recent Offering to terminate. We expect to
use the proceeds of the Recent Offering to pay the costs and
expenses thereof, to fund certain pre-production costs and expenses
and for working capital and general corporate purposes. As a part
of the Recent Offering, we have agreed to provide the purchasers of
the common stock with certain registration rights. We expect that
such registration rights will include demand and piggy back
provisions, and as a result we will, shortly, file a registration
statement under the Securities Act of 1933 with respect to all of
the shares of our common stock sold pursuant to the Recent Offering
shares on behalf of selling shareholders. However, as of the date
hereof and notwithstanding the fact that we have concluded certain
sales of the common stock that will be subject to such registration
rights, we have not yet concluded the registration rights agreement
with the purchasers of such common stock.
(b) Executive Officers and Directors. Simultaneously with
the conclusion of the share exchange transaction (See Item 2.
Acquisition and Disposition of Assets" above) our existing directors
and officers resigned and were replaced.
The following table sets forth certain information with
respect to our current executive officers and directors. Each
director holds such position until our next annual meeting of
shareholders and until such party's respective successor has been
elected and qualifies. Any of our directors may be removed with or
without cause at any time by the vote of the holders of not less
than a majority of our then outstanding common stock. Other than as
otherwise provided in an employment agreement, officers are elected
annually by our board of directors. Any of our officers may be
removed with or without cause at any time by our board of directors
although, in such event, we may incur certain liabilities under an
applicable employment agreement.
<TABLE>
<S> <C> <C>
Name and Address Age Positions with the Company
John Hamilton 40 Chairman of the Board of Directors
and Chief Executive Officer
James D. Beatty 55 Director
Bess V. Fotopoulos 36 Director, President and
Secretary/Treasurer
</TABLE>
John Hamilton has been our chairman of the board of
directors and chief executive officer since conclusion of the share
exchange transaction on August 1, 2000. Mr. Hamilton served in the
same positions for VB since it inception. Mr. Hamilton is also the
founder an majority owner of MEG Media Group, Inc. Over the past
five years, Mr. Hamilton has produced over 200 hours of television
content and feature films. Mr. Hamilton is responsible for
pioneering certain unique methods of securitization for the
television and film industry. Likewise, Mr. Hamilton has been
instrumental in developing internet broadcasting distribution sales
programs.
James D. Beatty has been a director since conclusion of the
share exchange transaction on August 1, 2000, and served as our
President from the date of conclusion of the share exchange
transaction until August 11, 2000. Mr. Beatty served as President
and as a Director for VB since it inception. Mr. Beatty also
founded Trinity Capital Corporation in 1982 and Trinity Securities
Limited in 1988. Mr. Beatty has over twenty years experience in the
investment industry and has, for the past fifteen years, focused on
the financing and development of small and medium sized business
enterprises. Mr. Beatty has served on the boards of numerous
companies in both Canada and the United States.
Bess V. Fotopoulos has been a director and our Vice
President and Secretary/Treasurer since conclusion of the share
exchange transaction on August 1, 2000. On August 11, 2000, Ms.
Fotopoulos became our President. Ms. Fotopoulos served as Vice
President, Secretary/ Treasurer and as a Director for VB since it
inception. Ms. Fotopoulos has over ten years experience as a civil
litigation lawyer, and prior to joining us was a partner in an
Ontario, Canada law firm. She is a member of the Law Society of
Upper Canada and has taught bar admission courses for several years.
While practicing law, Ms. Fotopoulos became involved in the
financing sector of the entertainment business as counsel to Meg
Media Group, Inc. In such capacity, Ms. Fotopoulos was instrumental
in developing and overseeing to conclusion various film industry
insured securitization programs.
Executive Compensation
We expect to enter into an employment agreement with John
Hamilton pursuant to which he will continue to serve as our chief
executive officer for a period of 5 years from the date of execution
of the employment agreement. We expect to provide Mr. Hamilton with
an annual salary of $400,000, a $1,000.00 per month car allowance
and such other benefits as are made available to our executives. We
expect to institute an incentive plan and register certain shares of
our common stock that may be issued thereunder. After
implementation of our incentive plan, we expect to provide Mr.
Hamilton with options or warrants to acquire not less than 1,000,000
shares of our common stock.
We expect to enter into an employment agreement with Bess V.
Fotopoulos pursuant to which she will continue to serve as our
President for a period of 3 years from the date of execution of such
employment agreement. We expect to provide Ms. Fotopoulos with an
annual salary of $250,000 and such other benefits as are made
available to our executives. After implementation of our incentive
plan we expect to provide Ms. Fotopoulos with options or warrants to
acquire not less than 400,000 shares of our common stock.
We expect to enter into additional employment and consulting
agreements with numerous other individuals and entities to provide
us with such services we deem appropriate. We are not presently
able to calculate the total annual dollar cost to us in connection
with such additional employment and consulting agreements, but we
anticipate that such annual cost will be in the range of $1,000,000.
Likewise, we expect that as a part of such additional employment
and consulting agreements, and in order to attract such parties, we
will, after implementation of our incentive plan provide such
parties options or warrants to acquire shares of our common stock.
We are not presently able to calculate the total number of such
options or warrants that may be offered, but we anticipate it may
issue options or warrants to acquire 1,400,000 shares of our common
stock. In particular but not as a limitation, we expect to enter
into a consulting agreement with James D. Beatty pursuant to which
Mr. Beatty is expected to receive annual compensation of $250,000,
and after implementation of our incentive plan, is expected to
receive options or warrants to acquire not less than 400,000 shares
of our common stock.
(c) On August 7, 2000 we filed amended and restated articles
of incorporation which, among other things, changed our name to
Visual Bible International, Inc. and increased our capitalization
to 200,000,000 shares consisting of 150,000,000 shares of $.001
common stock and 50,000,000 shares of $.001 preferred stock, which
preferred stock may be issued from time to time with such rights,
privileges and preferences as determined by our board of directors.
Likewise, our board of directors adopted new bylaws.
(d) Our subsidiary, VB, is currently negotiating with TD
Global Finance on behalf of various financial institutions for a
loan in the amount of $12,500,000.00 for the purpose of producing
three theatrical motion pictures entitled the Book of Mark, the Book
of Luke and the Book of John. Although the negotiations have not
yet been concluded, and we can provide no assurance that such
negotiations will prove successful or if successful that the terms
and conditions associated therewith will be those terms described
herein, we expect that the loan will bear interest at 9% per annum
and will be payable in full December 2002, and that VB will be
required to pledge all of its assets and the assets of its
subsidiaries as collateral for the loan. Likewise, we expect that
we will be required to guarantee payment of the loan and pledge our
VB common stock as collateral for the loan. We also expect that,
provided a registration statement filed by us with the Securities
and Exchange Commission under the Securities Act of 1933 with
respect to the public sale of approximately 1,388,889 shares of our
common stock on behalf of the lenders that may acquire our common
stock in the event of conversion of the loan is effective, all or
any part of the loan outstanding from time to time will, at the
election of the lenders, be convertible into our common stock at a
conversion price of $9.00 per share. We further expect that the
lenders will be required to convert such loan balance outstanding at
such time, if ever, as the average of the last reported sale price
of our common stock, as reported on the principal exchange on which
our common stock is listed or quoted, equals or exceeds $12.00 for a
period of twenty one (21) consecutive trading days, provided that no
less than 50,000 shares of our common stock are traded on each such
trading day. We expect to file the registration statement with
respect to the public sale of the shares of our common stock that
the lenders may acquire as soon as possible after conclusion of the
loan.
(e) This report may include "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. Any statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words
or phrases such as "expects" or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "estimates" or
"intends", or stating that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved)
are not statements of historical fact and may be "forward looking
statements". Forward Looking Statements are based on expectations,
estimates and projections at the time the statements are being made
that involve a number of risks and uncertainties which could cause
actual results or events to differ materially from those presently
anticipated. Although we believe that the expectations reflected in
such Forward Looking Statements are reasonable, we can give no
assurance that such expectations will prove to have been correct.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired. To be filed
by amendment to this Form 8-K withing sixty (60) days.
(b) Pro Forma Financial Information. To be filed by
amendment to this Form 8-K withing sixty (60) days.
(c) Exhibits. The following exhibits are filed herewith.
<TABLE>
<S> <C> <C>
Exhibit Description Location
Number
9.1 Shareholder Voting Agreement (without counterpart Filed electronically herewith
signature pages)
9.2 Form of Irrevocable Proxy Filed electronically herewith
2.1 Stock Exchange Agreement dated July 24, 2000 Filed electronically herewith
(without the schedules and exhibits attached
thereto)
3.1 Amended and Restated Articles of Incorporation Filed electronically herewith
3.2 Amended Bylaws Filed electronically herewith
</TABLE>
<PAGE>
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 thereunder duly authorized.
Visual Bible International, Inc.
August 16, 2000 By: /s/ Bess V. Fotopoulos
Bess V. Fotopoulos, President
