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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) June 22, 2000
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e-financial depot.com, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-26899 33-0809711
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
150 - 1875 Century Park East, Century City, California 90067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (877) 739-3812
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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 June 22, 2000 the Registrant entered into an agreement (the "Share Purchase
Agreement") with Westcor Mortgage Inc. ("Westcor") and Patricia Kirkham and
Dennis Petersen, both business persons of Calgary, Alberta (the "Vendors")
pursuant to which the Registrant acquired all of the issued common shares of
Westcor (the "Vendors Shares"). Westcor is a private Alberta company which
carries on the mortgage brokerage business. The assets of Westcor are primarily
goodwill in the form of an operating brokerage which received commissions for
placing approximately US$97 million in mortgages in 1999. The direct
consideration for the purchase of the Vendors Shares (the "Transaction") was the
payment of US$600,000 by the issue of two promissory notes totalling US$592,636
and a holdback retained by the Registrant of US$7,364. The promissory notes are
secured by a pledge of the Vendors Shares in an agreement between the Vendors
and the Registrant dated for reference February 29, 2000 (the "Hypothecation
Agreement").
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Prior to the acquisition of the Vendors Shares, Westcor issued to the Vendors
295520 Exchangeable shares of Westcor which are exchangeable into an equal
number of common shares of the Registrant at a deemed price of US$4.25 per
share. In addition, the Registrant issued 73880 common shares of the Registrant
at the same deemed price to a financial intermediary, Oxford Capital Corp.
("Oxford"). Accordingly, the value of shares of the Registrant into which the
Exchangeable shares may be exchanged was approximately US$1,255,960 and the
total effective consideration for the Vendors Shares was US$2,169,950 of which
US$313,990 in the form of common shares of the registrant was received by
Oxford.
All of the Exchangeable shares are held in escrow pending the completion of an
audit of Westcor pursuant to an escrow agreement among the Registrant, the
Vendors and Oxford dated for reference February 29 2000 (the "Escrow
Agreement"). If the value of Westcor's assets as disclosed by the audit is less
than that shown on Westcor's management prepared financial statements for the
nine month period ending January 31, 2000, a proportionate number of
Exchangeable shares will be cancelled prior to the release of Exchangeable
shares from escrow.
The consideration paid by the Registrant for the Vendors Shares was determined
by negotiation with the Vendors. Prior to the closing of the Transaction the
Vendors were completely at arms length from the Registrant and its affiliates.
The Registrant intends to discharge its obligations under the promissory notes
by carrying out one or more private placements of its common shares.
In addition to the Share Purchase Agreement, the Hypothecation Agreement and the
Escrow Agreement, the Registrant entered into two other agreements relating to
the Transaction both dated for reference February 29, 2000. In an agreement
with Westcor (the "Support Agreement") the Registrant agreed to refrain from
making corporate distributions or alterations without protecting the holders of
the Exchangeable shares by ensuring that they receive the equivalent value on
any such distribution or alternation as they would have received if they had
held common shares of the Registrant directly. The Registrant also agreed to
ensure that Westcor is able to meet its obligation to deliver common shares of
the Registrant on the exchange of the Exchangeable Shares.
Pursuant to an agreement (the "Voting Trust and Exchange Agreement") with
Westcor, the Vendors and Miller Thomson as trustee , the trustee will be issued
one special voting share of the Registrant on behalf of the Vendors which will
effectively allow the Vendors, as holders of Exchangeable Shares, to have one
vote per each such share at general meetings of the Registrant. In addition,
certain rights to exchange Exchangeable Shares for common stock of the
Registrant are granted. The Voting Trust and Exchange Agreement also contains a
grant by the Registrant to the Vendors of certain "piggy-back" rights to have
the common shares of the Registrant which they receive on the exchange of their
Exchangeable Shares registered concurrently with the registration of new issues
of the Registrant's common stock.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements 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 (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 (60 days after this Current Report on Form 8-K must be filed).
(c) Exhibits
(2) Plan of Acquisition, reorganization, arrangement, liquidation or
succession
2.1 Share Purchase Agreement dated February 29, 2000 between Patricia
Kirkham and Dennis Petersen and the Company
2.2 Support Agreement dated February 29, 2000 between the Registrant
and Westcor Mortgage Inc.
2.3 Voting Trust and Exchange Agreement dated February 29, 2000 among the
Registrant, Westcor Mortgage Inc., Miller Thomson, Patricia Kirkham and Dennis
Petersen
2.4 Hypothecation Agreement dated February 29, 2000 among Patricia
Kirkham, Dennis Petersen, Westcor Mortgage Inc., Miller Thomson and the
Registrant
2.5 Escrow Agreement dated February 29, 2000 among the Registrant, Clark,
Wilson, Patricia Kirkham, Dennis Petersen, Oxford Capital Corp. and Westcor
Mortgage Inc.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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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.
E-FINANCIAL DEPOT.COM, INC.
Date: June ______, 2000 /s/ John Huguet
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John Huguet, President and CEO
