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) May 16, 2000
Commission file number 000-27955
COCHSTEDT INTERNATIONAL AIRPORT, INC.
(Exact name of registrant as specified in charter)
NEVADA 88-0434501
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6170 West Desert Inn
Las Vegas, Nevada 89146
(Address of Principal Executive Office) (Zip Code)
(702) 933-3706
(Registrant's Executive Office Telephone Number)
COPSIL CORPORATION
(Formerly Named)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated as of May 12, 2000 between Cochstedt International Airport, Inc.,
("CIAI"), a Nevada corporation, and Copsil Corporation ("Copsil"), a Nevada
corporation effective May 16, 2000, Copsil has acquired all the outstanding
shares of common stock of CIAI from the stockholders thereof in exchange for
33,000,000 shares of 144 restricted common stock of Copsil in a transaction
in which Copsil was the surviving corporation.
Pursuant to the Agreement and Plan of Merger Copsil amended its Articles
of Incorporation and changed its name to Cochstedt International Airport,
Inc.(Hereinafter the "Company.")
The Merger was approved by the unanimous consent of the Stockholders of
both Copsil and CIAI.
A copy of the Merger Agreement and Certificate of Merger are filed as
exhibits to this Current Report and are incorporated in their entirety
herein.
Principal Stockholders
The following table sets forth certain information as of May 25, 2000
with respect to the beneficial ownership of common stock, including shares
issued in the merger, by (i) each person who to the knowledge of the Company,
beneficially owned or had the right to acquire more than 5% of the
outstanding common stock, (ii) each director of the Company and (iii) all
executive offices and directors of the Company as a group.
<TABLE>
Percent Percent Percent Percent
Before After Before After
Offering Offering Offering Offering
Number (2) (2) (3) (3)
Name of Officer or Of Including Including Excluding Excluding
Director (1) Shares Treasury Treasury Treasury Treasury
Stock Stock Stock Stock
<S> <C> <C> <C> <C> <C>
Company owned
Treasury Stock 28,300,000 66% 63% -- --
Friedrich Gradl
President and
Chairman 3,375,000 8% 8% 23% 20%
Norbert Doerr
Secretary/Treasurer
and Director 0 0 0 0% 0%
--------- -------- -------- -------- ---------
All Directors &
Officers as a Group
Including Treasury
Stock 31,675,000 74% 71% -- --
---------- --------- --------- --------- --------
All Directors &
Officers as a Group
Excluding Treasury
Stock 3,375,000 -- -- 23% 20%
---------- --------- --------- --------- ---------
Name of Beneficial
Owner
Jorg Bartholomaus 6,300,000 15% 14% 43% 38%
AIM Trading Services
LTD 1,125,000 3% 3% 8% 7%
Barrett & Associates 3,000,000 7% 7% 20% 18%
---------- -------- -------- --------- ---------
All Beneficial Owners
as a Group 10,425,000 25% 24% 71% 63%
---------- -------- -------- -------- ---------
All Directors &
Officers and
Beneficial Owners as
a Group
Including Treasury
Stock 42,100,000 99% 95% -- --
---------- --------- --------- --------- ---------
All Directors &
Officers and
Beneficial Owners as
a Group
Excluding Treasury
Stock 13,800,000 -- -- 94% 83%
========== ========= ========= ========= =========
</TABLE>
<PAGE>
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of, a security). In addition, for purposes of
this table, a person is deemed, as of any date, to have "beneficial
ownership" of any security that such person has the right to acquire within
60 days after such date.
(2) The Company currently is holding 28,300,000 Shares of Common Stock as
Treasury Stock to be used for future financing. Figures are rounded to the
nearest percentage. Less than 1% is reflected as 0%.
(3) Figures reflected are based upon 14,700,000 Shares outstanding prior to
the Offering not including the 28,300,000 Shares held by the Company as
Treasury Stock. Figures are rounded to the nearest percentage. Less than 1%
is reflected as 0%.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Merger Agreement was
negotiated between CIAI and Copsil/ Cochstedt. In evaluating the Merger,
Copsil/ Cochstedt used criteria such as the value of assets of CIAI, CIAI's
ability to compete in the marketplace, CIAI's current and anticipated
business operations, and CIAI management's experience and business plan. In
evaluating Copsil/ Cochstedt, CIAI placed a primary emphasis on Copsil/
Cochstedt status as a reporting company under Section 12(g) of the Securities
Exchange Act of 1934.
BUSINESS
In this filing references to "Copsil/ Cochstedt", "I", "we", "us", "The
Company" and "our", refer to Cochstedt International Airport, Inc. post
merger.
The Company, Copsil Corporation, merged with a Nevada corporation,
Cochstedt International Airport, Inc, and pursuant to the terms of the
merger, Copsil changed its name to Cochstedt International Airport, Inc. In
January of 2000, the former Cochstedt International Airport, Inc. had
exchanged shares of its stock for 90% interest in FE Flughafenentwicklung
Geschatsfuhrungs GmbH; FE Flughafenentwicklung GmbH & Co. KG; and, FE
Flughafenentwicklung GmbH &Co. Besitz KG which Airport Entities own all
property and operational rights to Cochstedt International Airport, a freight
and cargo airport located in Northern Germany.
Cochstedt International Airport was established to develop a former
Russian military base at Cochstedt Airfield, in the former East Germany into
an industrial park and freight airport. This action is strongly supported by
both the federal and local governments, as it may give considerable impetus
to regional economic development. The local authorities are joint venture
partners with the Harz-Borde Flughafen Betreibgesellschaft mbH, which will be
responsible for airport operations. The local government of Sachsen-Anhalt
has classified the project as "important development for infrastructure," a
classification which shows the amount of governmental support that backs the
project as well as it's importance to the developing economy of the region.
Cochstedt International Airport, Inc, is located in the middle of
Germany, approximately 15 miles south of the city of Magdeburg. Cochstedt
International Airport is the only airport in the German Federal State of
Sachsen-Anhalt, in former East Germany. The airport is built on a former
Russian Military Airport, built in 1958. The primary market at Cochstedt
Airport will be freight. The population density for the region is low,
however, it is likely that some regional passenger services and possibly some
holiday charter flights might use the airport. The airport currently has a
10,500-foot landing strip capable of handling any aircraft in the world for
takeoff and landing 365 days a year, plus numerous runways, and taxiways. The
instrumental landing system is installed and operating. Cochstedt
International Airport has met all the requirements established by the
<PAGE>
International Civil Aviation Organization. The airport runways, taxiways and
landing strips have been constructed utilizing the cutting edge technology
and as such do not have any maximum weight limits in respect to the weight of
landing aircraft. The co-developed Industrial Park, has completed office
buildings totaling 59,140 square feet of office space. 120 apartments have
been built and are available for the workers of Cochstedt International
Airport.
According to the Boeing Report, the world air cargo market grew at an
average rate of more than 8% per year from 1970 to 1995 as measured in
revenue ton kilometers, more than 2.5 times the growth rate of world gross
domestic product. Also, according to the Boeing Report, the world airfreight
market is expected to grow at 6.7% annually through 2015. Management believes
this projected growth in the world air freight market will be fueled by many
factors, including economic growth, relaxation of international trade
barriers, increasingly time-sensitive product delivery schedules, increased
use of "just-in-time" inventory management systems and increasing levels of
Internet commerce. In addition, according to the Boeing Report, there is a
trend towards shipping freight in dedicated freighter aircraft rather than in
cargo space of passenger aircraft. A substantial proportion of world freight
passes through European airports. Some 7.3 million tons, around 50% of
international freight, is either carried between Europe and other regions, or
between European countries themselves.
Since the early/mid 1980's airfreight has been increasingly carried by
dedicated freighter aircraft. Growth in the use of dedicated freighters is in
part due to the growth of all cargo airlines, and of all-cargo airports.
Cargo airports typically offer benefits such as; less congestion, fewer
curfew restrictions, and greater attention to the needs of the cargo
business. Existing European airports are being increasingly affected by
airport capacity restrictions. This is expected to become an even larger
problem as European traffic continues to grow.
Airfreight handled at German airports increased in line with the global
trend, by 7.8% per annum between 1991 and 1995. In 1995, it represented 1.7
million tons. The most rapid increase in airfreight was between Germany and
Central Europe. Long haul airfreight is more significant than short haul
freight. The most significant airfreight flows are those between Germany and
North America, and Germany and Asia. The flows between Germany and other
Western European nations is also significant. Each of these regions accounts
for around one quarter of air fright at German airports. The market for
domestic German airfreight is small, amounting to some 90,000 tons in 1997.
It is clear that that there is a substantial European airfreight market,
which is served by airports that are spread across the continent. While the
majority of Airports located in Europe are passenger and freight facilities,
pure freighter operations are growing and there are plenty of examples of
successful freight only airports and airlines. Airfreight operations ideally
require 24-hour airport operations. However, curfew restrictions at many
European airports are significant, and growing. Cochstedt has been authorized
to operate 24 hours, 365 days a year. The extent of night curfews varies
significantly between airports, but restrictions are prohibitive at many
airports. Many German airports have strict curfews. In particular, there are
extensive curfews in Southern Germany, at Nuernberg, Munich and Stuttgart.
Cochstedt International Airport also will have Foreign Territory Customs
Inspectors on site.
To capture the traditional freight business, Cochstedt must compete at a
European level. While local economic activity in Sachsen-Anhalt will generate
some primary demand for airfreight, the amount of trucking which takes place
opens up the whole of Europe as a potential market for long-haul freight. The
<PAGE>
difference in the time it takes to truck freight to Cochstedt, compared with
that to other airports is small in comparison with overall transit times.
Given that the primary air destinations from Europe are either in North
America or Asia, the differences in flying time to long-haul destinations
from Cochstedt compared to other European airports are likely to cancel out,
with no significant differences on average.
Business Strategy
Our business strategy is to develop Cochstedt International Airport as a
traditional freight airport, serving both as a base for all-freight airline
activities, and also to handle opportunistic overflows. Cochstedt will
utilize it's competitive advantages as a result of its ability to offer low
airport charges, the grant support available for the development of other
facilities and, to a lesser extent, it's freedom from environmental
constraints.
Cochstedt intends to continue the development of a full freight
community based at Cochstedt. This will include handling agents, freight
forwarders and trucking companies. Cochstedt intends to establish itself as
the premier, full service, freight airport in Europe. A full service freight
community, based at Cochstedt, will move the company towards this goal.
Management will continue to be involved in the process of improving the
surface links to the airport, and in particular it's access to the autobahn
network.
Currently, the surrounding land that borders Cochstedt is being looked
at for the expansion of the airport and the industrial complex. The company
plans to build new and improve the existing physical and business
infrastructure to support the development of the airport and the accompanying
industrial park, to include warehouses, customs service, and computer
systems. All efforts will be made to put Cochstedt at the cutting edge of the
freight business.
Competition
The airfreight industry is highly fragmented and complex. Airfreight in
Europe is significantly more concentrated than the air passenger industry. In
1997, the top five cargo airports accounted for 47% of European airfreight,
while the top five passenger airports only accounted for 23% of passenger
traffic. While many airports have smaller cargo operations, this
concentration suggests that the most successful freight airports derive
significant benefits from the scale of their operations. Competition for
business in the fright industry is based on many factors, which include;
hours of operations, airport usage fees, location of the airport, outlying
road infrastructure, and trucking costs.
The relative size of the European region increases the competition for
Cochstedt, as they will compete for the freight market not only in Germany
but in other European countries as well. The largest airfreight airports that
will be in direct competition with Cochstedt for the airfreight market are in
Frankfurt, Amsterdam, Brussels, Cologne/Bonn, and Luxembourg. The closest
airports that handle airfreight are in Berlin, which approximately 150 miles
away.
Developing and Changing Market
The increasing global economy is having a direct influence on the
airfreight business. As more products are being shipped internationally the
need for dedicated airfreight haulers is increasing. In the past the majority
of air-freight was hauled in the underbelly of passenger airplanes, but do to
a number of factors, which include overcrowding at airports, high costs and
longer shipping turn around times, the current trend is moving towards
dedicated air freight haulers. The airfreight airlines which include, UPS,
<PAGE>
FedEx, and Atlas are in turn, looking for cargo only airports to alleviate
these problems. Cargo airports typically offer such benefits as: less
congestion, fewer curfew restrictions, and greater attention to the needs of
the cargo business. Existing European airports are being increasingly
affected by airport capacity restrictions. This is expected to become an even
larger problem as European traffic continues to grow.
Foreign Government Approvals
The Company and its products may be subject to foreign regulation
regarding import/export restrictions and controls on technology such as that
incorporated into the Company's services. Additional approvals from foreign
regulatory authorities may be required, and there can be no assurance that
the Company will be able to obtain foreign approvals on a timely basis or at
all, or that it will not be required to incur significant costs in obtaining
or maintaining its foreign regulatory approvals. Failure to comply with
foreign regulatory requirements could have a material adverse effect on the
Company's business, financial condition and results of operations. The delays
inherent in this governmental approval process may cause the cancellation,
postponement or rescheduling of the installation of systems by the Company's
customers, which in turn may have a material adverse effect on the sale of
products by the Company to such customers.
Additionally, the Company and its agents will be subject to compliance
with the Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), which
prohibits the promise or payments of any money, remuneration or other items
of value to foreign government officials, public office holder, political
parties and others with regard to the obtaining or preserving commercial
contracts or orders. The FCPA imposes on SEC reporting companies certain
accounting and internal control requirements, with which the Company intends
to comply, insofar as applicable to the Company. Violation of the FCPA may
result in corporate fines of up to $1,000,000 per offense and fines and/or
imprisonment for convicted corporate officers of up to $10,000 and five years
imprisonment. Although the Company will make every effort to comply with all
such statutes and regulations, inadvertent non-compliance could result in
legal actions against the Company and consequent impairment of its ability to
conduct business and these restrictions may hamper the Company in its
marketing efforts abroad.
Risks Associated with International Operations
A number of risks are inherent in international operations and
transactions. International operations may be limited or disrupted by the
imposition of government controls, export license requirements, political
instability, trade restrictions, changes in tariffs and difficulties in
staffing, coordinating and managing international operations. Additionally,
our business, financial condition and results of operations may be adversely
affected by fluctuations in international currency exchange rates as well as
constraints on our ability to maintain or increase prices. The international
nature of our business subjects us and our representatives, agents and
customers to laws and regulations of the foreign jurisdictions in which they
operate. The regulation of imports and exports, tariffs, and trade
regulations in a number of such jurisdictions, particularly in the European
Economic Area, continues to develop and there can be no assurance that new
laws or regulations, or new interpretations of existing laws and regulations,
will not have a material adverse effect on our business, prospects, financial
condition and results of operations.
<PAGE>
MANAGEMENT
The following table sets forth information regarding the members of our
Board of Directors:
<TABLE>
Name Age Title
<S> <C> <C>
Friedrich K. Gradl 44 President, Chairman of the Board
Norbert Doerr 41 Secretary, Treasurer, Director
</TABLE>
KEY MANAGEMENT & PERSONNEL PROFILES:
Friedrich K. Gradl. Mr. Gradl is Chairman of the Board and President of
Cochstedt International Airport, Inc. From 1983 until present, Mr. Gradl has
been involved as an independent financial consultant to various businesses in
Europe, Asia and the United States.
Norbert Doerr. Mr. Doerr is a Director and Secretary of Cochstedt
International Airport, Inc. From 1991 until 1997 Mr. Doerr was employed by
W.R. Grace & Co., and in 1997 joined National Starch & Chemical GmbH, which
was sold off by W.R. Grace & Co. Mr. Doerr's responsibilities involved
production and marketing of cast resins, adhesives, coatings and polymer
pastes for the electronic, aviation and aerospace industries.
Executive officers are appointed by the board of directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors or executive
officers.
DESCRIPTION OF SECURITIES
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
100,000,000 shares of common stock, $0.001 par value per share, of which
Forty-Three Million (43,000,000) Shares were outstanding as of the date of
this filing; however 28,300,000 shares are held in Treasury. Holders of
shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders and have no cumulative voting
rights. Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time by the Board of
Directors in its discretion, from funds legally available therefore. In the
event of a liquidation, dissolution or winding up of the Company, the
holders of shares of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of common stock
have no preemptive rights to purchase the Company's common stock. There are
no conversion rights or redemption or sinking fund provisions with respect
to the common stock. All of the outstanding shares of common stock are
validly issued, fully paid and non-assessable.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance of
5,000,000 shares of preferred stock, $0.001 par value per share, of which no
shares were outstanding as of the date of this filing. The Preferred Stock
may be issued from time to time by the Board of Directors as shares of one or
more classes or series. Subject to the provisions of the Company's
Certificate of Incorporation and limitations imposed by law, the Board of
Directors is expressly authorized to adopt resolutions to issue the shares,
to fix the number of shares and to change the number of shares constituting
<PAGE>
any series, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend
rights (including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, in each case without any further action or
vote by the stockholders.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest,
merger or otherwise, and thereby to protect the continuity of the Company's
management. The issuance of shares of Preferred Stock pursuant to the Board
of Director's authority described above may adversely affect the rights of
holders of common stock. For example, Preferred stock issued by the Company
may rank prior to the common Stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of common Stock. Accordingly, the issuance of shares
of preferred stock may discourage bids for the common Stock at a premium or
may otherwise adversely affect the market price of the common stock.
The Company has no plans to issue Preferred Stock.
Transfer Agent
The transfer agent for the common stock is Pacific Stock Transfer, 5844
South Pecos Road, Suite D, Las Vegas, Nevada 89120.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Pursuant to the Agreement and Plan of Merger Copsil amended its Articles
of Incorporation and changed its name to Cochstedt International Airport,
Inc.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to the Agreement and Plan of Merger Debra Nicholson resigned as
President/Secretary/Treasurer and Sole Director and appointed Friedrich Gradl
as President and Director and Norbert Doerr as Secretary/ Treasurer and
Director of Copsil/Cochstedt.
ITEM 7. FINANCIAL STATEMENTS
Audited financial statements of Copsil/Cochstedt are anticipated to be
filed within 60 days or the date hereof along with Proforma financial
statements.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
<PAGE>
EXHIBITS
1.1* Agreement and Plan of Merger between Cochstedt International Airport,
Inc. and Copsil Corporation.
1.2* Certificate of Merger between Cochstedt International Airport, Inc. and
Copsil Corporation.
1.3* Amended Articles of Incorporation changing the Company's name to
Cochstedt International Airport, Inc. and increasing the authorized
common stock to 100,000,000.
______
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
COCHSTEDT INTERNATIONAL AIRPORT, INC.
Date: May 25, 2000
By /s/ Friedrich Gradl
Friedrich K. Gradl, President
