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 Report: August 24, 2000
(Date of Earliest Event Reported): __________
CENTRE CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 000 - 25845 87-0385103
(state or other (Commission File Number) (I.R.S. Employer
jurisdiction of identification No.)
incorporation)
2619 Gravel
Fort Worth, Texas 76118
(Address of Principal Executive Offices)(Zip Code)
(817) 595-0919
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
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ITEM 2. Acquisition or Disposition of Assets.
On August 9, 2000 Centre Capital Corporation, a Nevada corporation
("Registrant"), has entered into a definitive Agreement and Plan of
Reorganization ("Agreement") dated August 8, 2000 with American Absorbents
Natural Products, Inc., a Utah corporation ("American Absorbents"). Pursuant to
the Agreement, Registrant will acquire 100% of the issued and outstanding common
stock of American Absorbents (approximately 7,000,000 shares)("Shares") in
exchange for 2,000,000 shares of Registrant's $.001 par value common stock;
5,000,000 shares of Registrant's Series A $2.00 Callable Cumulative Convertible
Preferred, $.001 par value; and 5,000,000 warrants to purchase common shares at
$3.00 per share (the "Exchange"). As a result of the transaction American
Absorbents will become a wholly-owned subsidiary of Registrant. As part of the
transaction Registrant will provide working capital of $500,000 to American
Absorbents in the form of a loan to be funded no later than August 15, 2000.
American Absorbents will execute a demand note bearing interest at one percent
over the prime rate quoted in the financial section of the Wall Street Journal
on the date that the note is executed in favor of CCCX. When the closing of the
Exchange occurs the note will automatically convert to capital. To close the
transaction CCCX will effect a 3 for 2 forward split of its common stock
effective upon closing of the Exchange with respect to all then outstanding CCCX
common shares, including those issued to shareholders of American Absorbents.
The board of directors of Registrant and American Absorbents have unanimously
approved the Agreement. A copy of the Agreement is attached hereto as an
exhibit.
American Absorbents Natural Products Inc. of Austin, Texas, is a Utah
corporation subject to the periodic reporting requirements of the Securities
Exchange Act of 1934 and its common shares trade on the OTC Bulletin Board under
the symbol "AANP". The Company markets over a dozen products containing zeolite,
which target the retail agricultural turf-grass, and consumable product areas.
The Company's products include: Mother Earth Cat LitterTM, a cat litter product,
which can be disposed of as a soil enhancer; Stall FreshTM, a product to
eliminate urine-generated ammonia odors and wetness caused by livestock; White
BuffaloTM, a multi-purpose home, farm and ranch absorb all product; and Fridge
FreshTM, products that eliminate moisture and odor from shoes and boots.
The Exchange is conditioned upon, among other things, all of the Shares being
acquired by Registrant, approval by the Shareholders of American Absorbents
pursuant to joint proxy statement/prospectus to be filed with, and declared
effective by, the Securities and Exchange Commission, and approval by the
Shareholders of Registrant if required.
The foregoing description of the Agreement, the Exchange and related
transactions does not purport to be complete and is qualified in its entirety by
reference to the Agreement and the Press Release, which are attached hereto and
incorporated herein by reference.
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The Agreement was accomplished through arms-length negotiations between CCCX's
management and American Absorbents' management. There was no material
relationship between the stockholders of American Absorbents or any of American
Absorbents' affiliates, any of Registrant's directors or officers, or any
associate of any such Registrant director or officer, prior to this transaction.
Registrant's press release issued August 11, 2000 regarding the consummation of
the Acquisition is attached as an exhibit to this report and is incorporated
herein by reference.
ITEM 5. Other Events.
(a) Forward Stock Split in Anticipation of Closing Under Agreement and
Plan of Reorganization
Registrant has declared a 3 for 2 common stock split effective upon closing
of the American Absorbents acquisition. Each shareholder will be entitled
to receive 1 additional share of common stock for each 2 shares of common
stock owned of record as of the closing. All fractional share interests
which would otherwise be created (if any) as a result of the forward split
will be rounded up to the next nearest whole number.
The forward split has been authorized to effect the closing of the American
Absorbents acquisition as set forth in the Agreement.
A copy of the Agreement is attached as an Exhibit. No assurance can be
made that the transaction will close under the Agreement or that the terms
of the Agreement will not be modified before closing.
(b) Loan in Anticipation of Closing Under Agreement and Plan of
Reorganization
As part of the transaction described in Item 1., Registrant will provide to
American Absorbents $500,000 in working capital in the form of a loan to be
funded no later than August 15, 2000. American Absorbents will execute a
demand note in favor of Registrant bearing interest at one percent over the
prime rate quoted in the financial section of the Wall Street Journal on
the date that the note is executed. When the closing of the Exchange
occurs the note will automatically convert to capital.
ITEM 7. Financial Statements and Exhibits.
Registrant is an eligible Small Business Issuer and makes required disclosures
pursuant to Regulation S-B and prepare financial statements in accordance with
Item 310 of Regulation S-B.
(a) Financial Statements of Businesses Acquired
It is impractical to provide the required financial statements
for American Absorbents Natural Products, Inc. at the time this
report is being filed. The required financial statements of
American Absorbents will be filed as an amendment to this report
on Form 8-K/A as soon as practicable but not later than 60 days
after the date this report must be filed .
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial
information for American Absorbents Natural Products, Inc. at the
time this report is being filed. The required pro forma financial
information of American Absorbents will be filed as an amendment to
this report on Form 8-K/A as soon as practicable but not later than
60 days after the date this report must be filed.
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(c) Exhibits
2.1 Agreement and Plan of Reorganization ("Agreement") dated
August 8, 2000.
99.1 Press Release issued August 11, 2000 announcing the
execution of the 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.
CENTRE CAPITAL CORPORATION
Dated: August 24, 2000 BY: /s/ Karl Jacobs
KARL JACOBS, CEO
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CENTRE CAPITAL CORPORATION
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Reorganization
("Agreement")dated August 8, 2000.
99.1 Press Release issued August 11, 2000
announcing the execution of the Agreement.
(1) To be filed by amendment.
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