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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 (Date of earliest event reported) January 14, 2000
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Merlin Software Technologies International, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-27189 88-0398103
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 866-2500
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(formerly Austin Land & Development, Inc.)
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(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 14, 2000, the Company signed a letter of intent (the "Letter of
Intent") to acquire all the issued and outstanding shares of Merlin Software
Technologies, Inc. ("MST"), a developer of Linux based software applications.
Under the terms of the Letter of Intent, the Company will issue 7,900,000 shares
of its common stock to the shareholders of MST in exchange for all of its issued
and outstanding shares of MST. The transactions contemplated under the Letter
of Intent are scheduled to close by February 29, 2000.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
<PAGE>
ITEM 5. OTHER EVENTS
On January 7, 2000, the Company changed its name to Merlin Software Technologies
International, Inc.
On January 10, 2000, the Company's common stock underwent a forward stock split
on a 1.23468:1 basis for all record shareholders, increasing the then-issued and
outstanding shares from 6,000,000 common shares to 7,408,080 common shares.
On January 12, 2000, the Company accepted the resignation of Eugene F.
Koppenhaver as a member of the board of directors, effective immediately. Mr.
Martin Holt was appointed to fill the vacancy left by Mr. Koppenhaver's
resignation.
On January 12, 2000, the Company also accepted the resignations of Messrs.
Douglas Ansell and Bruce N. Barton as member of the board of the directors,
effective immediately. The remaining board member did not immediately fill the
vacancies left by Messrs. Ansell's and Barton's resignations. Mr. Holt was also
elected as President, Secretary, and Treasurer.
On January 19, 2000, Martin Holt appointed Messrs. Robert and Gary Heller to
fill the vacancies previously left. The Company also decided to expand the board
to a 4 member board and Ms. Shelley Montgomery was appointed to the board of
directors to fill the vacancy created by the expansion of the board. Mr. Holt
remained as a member of the board of directors.
On January 19, 2000, the Company accepted the resignation of Mr. Martin Holt as
its President, Secretary and Treasurer, effective immediately. Mr. Robert
Heller was elected as President, Mr. Gary Heller as Secretary and Ms. Shelley
Montgomery as Treasurer.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial States of Businesses Acquired
It is not practicable to provide financial statements of the acquired companies
prepared in accordance with the regulations on the date hereof. Accordingly, the
required financial statements will be filed as an amendment to this Current
Report on Form 8-K as soon as practicable, but not later than March 30, 2000 (60
days after this Current Report on Form 8-K must be filed).
(b) Pro Forma Financial Information
It is not practicable to provide the required pro forma financial statements on
the date hereof. Accordingly, the pro forma financial statements will be filed
as an amendment to this Current Report on Form 8-K as soon as practicable, but
not later than March 30, 2000 (60 days after this Current Report on Form 8-K
must be filed).
<PAGE>
(c) Exhibits
(2) A copy of the Letter of Intent is attached as an Exhibit.
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.
MERLIN SOFTWARE TECHNOLOGIES
INTERNATIONAL, INC.
Date: February 1, 2000 By:/s/ Robert Heller
Robert Heller, President
MERLIN SOFTWARE TECHNOLOGIES INTERNATIONAL INC.
(formerly AUSTIN LAND & DEVELOPMENT, INC.)
c/o 3675 Pecos-McLeod, Suite 1400
Las Vegas, NV 89121
January 14, 2000
The Undersigned Shareholders of
Merlin Software Technologies Inc.
Suite 420 - 6450 Roberts Street
Burnaby, B.C.
V5G 4B1
Dear Sirs:
Re: Purchase by Merlin Software Technologies International Inc. (formerly
Austin Land & Development, Inc.)(the "Purchaser") of 7,900,000 common shares
(the "Shares") in the capital of Merlin Software Technologies Inc. (the
"Company"), being all of the issued and outstanding common shares of the
Company, carrying on the business of computer software development from the
Vendors listed below (the "Principal Vendors") and other Shareholders of the
Company (collectively with the Principal Vendors, the "Vendors")
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We are writing to confirm the terms and conditions upon which the
Vendors will sell, transfer and assign to the Purchaser and the Purchaser agrees
to purchase from the Vendors, free and clear from all liens, charges and
encumbrances, the Shares.
The basic terms and conditions of such purchase and sale are as
follows:
1. The Vendors will sell, transfer and assign to the Purchaser and the
Purchaser will purchase from the Principal Vendors and all other Vendors, free
and clear from all liens, charges and encumbrances (other than as approved in
writing by the Purchaser), the Shares.
2. The closing of the purchase and sale of the Shares between the Vendors
and the Purchaser will take place on February 28, 2000 or such other date as may
be agreed to by the parties hereto (the "Closing Date"). The closing may take
place by exchange of the appropriate solicitor's undertakings, which will
involve each party's solicitors delivering to his or her counterpart all
required consideration and documentation, to be held in trust and not released
until all required closing deliveries have been made and all conditions to
<PAGE>
closing have been satisfied or waived by the party which has the benefit of such
conditions.
3. The Purchase price ("Purchase Price") for the Shares will be the payment
on the Closing Date of 7,900,000 shares in the capital of the Purchaser at a
deemed price of $_____ (U.S.) per share (the "Purchase Shares") (one Purchase
Share for each Share). The Vendors acknowledges that the Purchase Shares will
have such hold periods as are required under applicable securities laws, which
to the knowledge of the Purchaser is one (1) year in the United States, unless
any of the Vendors is an "affiliate" of the Purchaser, as that term is defined
under U.S. securities laws. Affiliates have additional restrictions. Canadian
residents may require an exemption order to resell their Purchase Shares. The
Purchase Shares will be issued from treasury as fully paid and non-assessable
shares in the capital of the Purchaser and shall be free and clear of all liens,
charges and encumbrances. The Purchase Shares will be exchanged for the Shares.
4. The Purchaser will co-operate with the Vendors resident in the U.S. and
Canada to file such elections under U.S. and Canadian tax laws so that the sale
of the Shares can be made on a tax deferred roll-over basis, if reasonably
available.
5. The Purchaser's obligation to complete the purchase and sale of the
Shares is subject to the following conditions precedent which are to be
satisfied, as applicable, on or before the Closing Date:
(a) the Purchaser obtaining the consent from any parties from whom consent
to the exchange of the Shares is required;
(b) the Purchaser having reviewed and approved every material contract which
is or will be in force respecting the Company or related companies;
(c) the Purchaser and its solicitors having had a reasonable opportunity to
approve of all documentation in connection with the sale of the Shares from the
Vendors;
(d) the Vendors executing a share for share exchange agreement (the "Share
Exchange Agreement") as presented by the Vendors' solicitors and agreed to by
the Purchaser, and tendering their Shares in exchange for their pro rata portion
of the Purchase Shares; and
(e) the Company's Board of Directors approving the Share Exchange Agreement
and obtaining the approval of the necessary majority of the Vendors.
6. The conditions set forth in Clause 5 of this Agreement are for the
exclusive benefit of the Purchaser and may be unilaterally waived by the
Purchaser in whole or in part at any time.
7. The Vendors' obligation to complete the purchase and sale of the Shares
is subject to the following conditions precedent which are to be satisfied, as
applicable, on or before the Closing Date:
<PAGE>
(a) the Vendors and their solicitors having had a reasonable opportunity to
approve of all documentation in connection with the transactions contemplated
herein;
(b) the Vendors and their solicitors having had a reasonable opportunity to
perform searches and other due diligence reasonable or customary in a
transaction of a similar nature to that contemplated herein and that both the
Vendors and their solicitors are satisfied with the results of such due
diligence;
(c) the representations and warranties of the Purchaser shall have been true
at the time made and shall be true as at the Closing Date;
(d) the Purchaser delivering statutory declarations, as at the Closing Date,
in a form satisfactory to the Company, the Principal Vendors and their
respective solicitors; and
(e) there shall have been no adverse material change in the business,
operations or affairs, financial or otherwise, of the Purchaser since the date
of this Agreement.
8. The conditions set forth in Clause 7 of this Agreement are for the
exclusive benefit of the Vendors and may be unilaterally waived by the Vendors
in whole or in part at any time.
9. On or before the Closing Date, the Purchaser will adopt a stock option
plan ("Plan") and issue, pursuant to the Plan, 2,000,000 stock options (the
"Options") to acquire common shares in the capital of the Purchaser at an
exercise price of not less than $1.00 per common share. The Options will be
available for current and new employees and will be issued to an administrator
of the Plan as determined by the Company's directors. The Options will be
distributed at the discretion of the board of directors of the Purchaser.
10. Before the Closing Date, the parties will prepare and execute formal and
comprehensive agreements containing representations and warranties and other
terms reasonable and customary in transactions of a similar nature to those
contemplated herein as prepared by the Vendors' and the Company's solicitors.
11. Provided that the conditions precedent to this Agreement have been
fulfilled, the following will take place on the Closing Date:
(a) the Principal Vendors will indemnify and hold the Purchaser harmless
from any liabilities relating to the Shares and the Company accruing up to and
including the day before the Closing Date and in particular, will ensure that
the Company has paid all wages, holiday pay, income tax, Pension Plan,
Unemployment Insurance and other compensation payable to or related to the
employees; and
(b) the Purchaser will indemnify and hold the Principal Vendors harmless
from all liabilities relating to the Shares and the Company from and after the
Closing Date and in particular, will ensure that the Company has paid all wages,
holiday pay, income tax, Pension Plan, Unemployment Insurance and other
compensation payable to or related to the employees.
<PAGE>
12. At the Closing Date, the Vendors will transfer the Shares to the
Purchaser free from any outstanding liens, charges, claims or encumbrances
(except as approved by the Purchaser) and execute all such documents as the
Purchaser's solicitors may require in order to effect such transfer. At the
Closing Date, the Purchaser shall issue the Purchase Shares to the Vendors and
all other shareholders of the Company pro rata in proportion to the number of
shares each such shareholder held in the capital of the Company, as fully-paid
and non-assessable shares free and clear of all liens, charges, claims or
encumbrances.
13. Each party will exercise all reasonable efforts and diligence and will
act honestly and in good faith to cause the conditions specified herein to be
met as soon as practicable.
14. The Principal Vendors represent and warrant to the Purchaser as of the
date hereof and on the Closing Date that:
(a) the Principal Vendors have good and marketable title to their Shares,
free from any encumbrances or claims, except as may be listed and approved by
the Purchaser;
(b) the Principal Vendors own an aggregate of 4,000,000 common shares in the
capital of the Company;
(c) as at January 1, 2000, the authorized capital of the Company consists of
50,000,000 common shares with par value of $0.001 per common share and 1,000,000
preferred shares with a par value of $0.01 per preferred share;
(d) as at January 1, 2000, 7,900,000 common shares and no preferred shares
were issued and outstanding;
(e) the Board of Directors of the Company has approved this Agreement, and
the Principal Vendors have the authority to execute this Agreement on behalf of
the Company, and to bind the Company by their signatures;
(f) no person, firm, corporation or other entity has any right, agreement or
option, present or future, contingent or absolute, or any right capable of
becoming a right, agreement or option to purchase or otherwise acquire any of
the Shares, or any other common or preferred shares in the capital of the
Company;
(g) the Principal Vendors have disclosed to the Purchaser all liabilities
and potential liabilities of the Company of which they are aware;
(h) all of the assets of the Company are in good working order and to the
best of the Principal Vendors' knowledge contain no latent defects;
(i) the Principal Vendors are not aware of and have not failed to disclose
to the Purchaser any change, event or circumstance which would adversely affect
the Shares or assets of the Company or the prospects, operation or condition of
the
<PAGE>
Company or which would reasonably be considered to reduce the value of the
Shares to the Purchaser;
(j) the Principal Vendors have not made any untrue statement to the
Purchaser and have not failed to state a material fact that is required to be
stated or that is necessary to prevent a statement that is made from being false
or misleading in the circumstances in which it was made;
(k) the Principal Vendors have disclosed all contracts, engagements and
commitments, whether oral or written, relating to the Company;
(l) all licences, permits, approvals, consents, certificates, registrations
and authorizations required in the ordinary course of the Company's business or
in the use of the assets of the Company have been obtained and are in good
standing and are not terminable on the basis of a transfer in ownership of the
Shares; and
(m) the Principal Vendors will us their best efforts to have all of the
Vendors agree to the transaction contemplated in this Agreement and to tender
their Shares in exchange for their pro rata portion of the Purchase Shares;
15. The Purchaser represents and warrants to the Vendors as of the date
hereof and on the Closing Date that:
(a) the Purchaser has filed with all applicable securities and regulatory
authorities (including exchanges and markets) all information and documents
required to be filed with such authorities (the "Public Record") and the
statements set forth in the Public Record are true, correct and complete and do
not contain any misrepresentation as of the date made and the Purchaser has not
filed any confidential material change reports or similar reports;
(b) all alterations, if any, to the Articles of Incorporation of the
Purchaser (or its predecessors) have been duly approved by the shareholders of
the Purchaser;
(c) the corporate records of the Purchaser, as required to be maintained by
it under its statute of incorporation and constating documents, are accurate,
complete and current in all material respects and all material transactions of
the Purchaser have been properly and promptly recorded on its books or filed
with its records;
(d) the last audited financial statements of the Purchaser for the period
ended September 30, 1999 (the "Financial Statements") are true and correct in
every material respect and have been prepared in accordance with generally
accepted accounting principles and fairly reflect the financial position of the
Purchaser as at the date of such Financial Statements;
(e) there has not been any adverse material change in the business,
operations or affairs, financial or otherwise, of the Purchaser since September
30, 1999, being the date of the Financial Statements of the Purchaser;
<PAGE>
(f) the Purchaser does not have any liability, due or accruing, contingent
or absolute, and is not directly or indirectly subject to any guarantee,
indemnity or other contingent or indirect obligation with respect to the
obligation of any other person or company not shown or reflected in the
Financial Statements;
(g) after the date of the Financial Statements, the Purchaser has not
engaged in any transaction or made any disbursement or assumed or incurred any
liability or obligation or made any commitment, including without limitation,
any forward purchase commitment or similar obligation, to make any expenditure
which would materially affect its financial condition;
(h) the Purchaser has disclosed to the Principal Vendors all liabilities and
potential liabilities of the Purchaser;
(i) the Purchase Shares when issued will be issued as fully paid and
non-assessable shares free and clear of all liens, charges, claims or
encumbrances;
(j) the Purchaser has been approved for, is currently and will be, as of the
Closing Date, trading on the National Association of Securities Dealers Inc.
Over-the-Counter Bulletin Board;
(k) as at January 1, 2000, the authorized capital of the Purchaser consists
of 50,000,000 common shares with par value of $0.001 per common share;
(l) as at January 1, 2000, 6,000,000 common shares in the capital of the
Purchaser were issued and outstanding;
(m) no person, firm, corporation or other entity has any right, agreement or
option, present or future, contingent or absolute, or any right capable of
becoming a right, agreement or option to purchase or otherwise acquire any of
the common shares in the capital of the Purchaser;
(n) the Purchaser is not aware of and has not failed to disclose to the
Principal Vendors any change, event or circumstance which would adversely affect
the Purchaser's common shares or the prospects, operation or condition of the
Purchaser or which would reasonably be considered to reduce the value of the
Purchaser's common shares;
(o) the Purchaser has not made any untrue statement to the Principal Vendors
and has not failed to state a material fact that is required to be stated or
that is necessary to prevent a statement that is made from being false or
misleading in the circumstances in which it was made;
(p) the Purchaser has disclosed all contracts, engagements and commitments,
whether oral or written, relating to the Purchaser;
<PAGE>
(q) all licences, permits, approvals, consents, certificates, registrations
and authorizations required for the Purchaser have been obtained and are in good
standing; and
(r) the Purchaser may terminate its current business obligations with no
liability or obligations accruing.
16. The Vendors acknowledge that the Purchaser is a company with no
substantive business operations, other than as described in the Purchaser's Form
10-SB filed with the Securities and Exchange Commission.
17. Each party will execute all other documents and perform and do all such
other acts and deeds as and when the same may be required to carry out the terms
and intent of this letter.
18. This Agreement will enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns. This Agreement may not be assigned by any party without
the prior written consent of the others.
19. This Agreement may be executed in several counterparts, each of which
will be deemed to be an original and all of which will together constitute one
and the same instrument.
20. Each party will be responsible for its own legal and other professional
fees in connection with the purchase and sale of the Shares.
21. This Agreement is intended to be a binding agreement between the parties
subject to the terms and conditions hereof.
<PAGE>
This Agreement shall be governed by and construed in accordance with the laws of
the State of Nevada and the laws of the United States applicable therein.
Enclosed is our cheque in the amount of $10.00. If you agree to the
above terms, kindly retain the cheque, sign two copies of this letter signifying
your approval and acceptance and return one fully executed letter to us at your
earliest convenience. This offer is open for acceptance until January 15, 2000.
Yours truly,
Merlin Software Technologies International Inc. (formerly Austin Land &
Development, Inc.)
Per: /s/ Martin Holt
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Authorized Signatory
The undersigned hereby agree to the foregoing terms of purchase and sale this
day of January, 2000.
/s/ Robert Heller
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Robert Heller
/s/ Gary Heller
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Gary Heller
/s/ Shelley Montgomery
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Shelley Montgomery
