UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2000
RDC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-29639 65-0950425
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
630 South Orange Avenue
Sarasota, FL 34236
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 365-9955
f/k/a LAUTREC, INC.
170 South County Road
Palm Beach, FL 33480
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(Former name or former address, if changes since last report)
Copy of Communications to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
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ITEM 5. OTHER EVENTS.
On June 30, 2000, Lautrec, Inc. (the "Company"), a Florida corporation, and
Retrieval Dynamics Corporation, a Florida corporation, and the individual
holders of all of the outstanding capital stock of Retrieval Dynamics
Corporation (the "Holders") consummated a reverse acquisition (the
"Reorganization") pursuant to a certain Share Exchange Agreement ("Agreement")
of such date. Pursuant to the Agreement, the Holders tendered to the Company all
issued and outstanding shares of common stock of Retrieval Dynamics Corporation
in exchange for 4,000,000 Shares of common stock of the Company. The
reorganization is being accounted for as a reverse acquisition.
Simultaneously with the closing of the Reorganization, the then officer and
director of the Company tendered his resignation in accordance with the terms of
the Agreement. Peter Voghel, John Harkola, Alan Rieter, Bradley Vossler, Robert
Bengtson and Anthony A. Cella, C.P.A. were elected to serve on the Board of
Directors of the Company (the "Board"). The Board subsequently appointed Peter
Voghel as President and CEO of the Company, John Harkola as Vice President of
Corporate Marketing for the Company, Anthony A. Cella, C.P.A. as Chief Financial
Officer of the Company and Clifford Tager, Esq. as Corporate Secretary of the
Company.
The Company also announced approval of the amendment of its Articles of
Incorporation in order to change the name of the Company from Lautrec, Inc. to
RDC International, Inc. Prior to the reorganization the Company effected a
forward split of its common stock at the rate of five (5) to one (1), for
holders of record on June 15, 2000, with distribution effective June 25, 2000.
Total issued and outstanding stock following the forward split and after
effecting the Share Exchange Agreement is 6,500,000.
Copies of the Agreement are filed herewith as Exhibit 2.1, and are
incorporated herein by reference. The foregoing descriptions are qualified in
their entirety by reference to the full text of such agreements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
(1) Financial statements of Retrieval Dynamics Corporation, a Florida
corporation, will be filed by amendment to this Form 8-K not later than sixty
(60) days from the filing of this report.
(b) Pro forma financial information.
(2) Pro forma financial information regarding the Reorganization will be
filed by amendment to this Form 8-K not later than sixty (60) days from the
filing of this report.
(c) Exhibits
Exhibit Description
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2.1 Share Exchange Agreement between Lautrec, Inc. and Retrieval
Dynamics Corporation dated June 30, 3000.
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
RDC International, Inc.
(Registrant)
Date: July 10, 2000 By: /s/ Peter Voghel
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Peter Voghel, President
By: /s/ Anthony A. Cella
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Anthony A. Cella, C.P.A.,
Chief Financial Officer
