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): AUGUST 19, 1996
NORTH AMERICAN ENERGY OF DELAWARE, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 0-85818 95-3111611
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
555 MADISON AVENUE
22ND FLOOR
NEW YORK, NEW YORK, 10022
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 980-5050
--------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
-1-
<PAGE>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On August 19, 1996, the registrant filed a voluntary petition under
Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for
the Southern District of New York (the "Bankruptcy Court"). The matter has been
assigned to Bankruptcy Judge Gallet and bears docket number 96B44434. The
existing directors and officers remain in possession, subject to the supervision
and orders of the Bankruptcy Court. The registrant anticipates filing a plan of
reorganization in the near future, as contemplated in the Letter of Intent
referred to under Item 5 hereof.
-2-
<PAGE>
ITEM 5. OTHER EVENTS.
On August 19, 1996, the registrant entered into a non-binding letter
of intent ("Letter of Intent") with Alliance Research Corporation, a California
corporation ("Alliance"), pursuant to which the registrant and Alliance
indicated their intent to merge. Prior to the merger, Alliance proposes to
reincorporate in Delaware under the name "ORA Electronics, Inc." ("ORA"), which
would be the surviving corporation in the merger. A copy of the Letter of Intent
is attached hereto as Exhibit A. Such merger would be part of registrant's plan
of reorganization referred to under Item 3 hereof and, as such, subject to
approval by the Bankruptcy Court.
The Letter of Intent contemplates that the existing stockholders of
ORA will hold 5,000,000 shares of the Common Stock, $.001 per share, of ORA
("ORA Common") after the merger and that not less than 350,000 shares of ORA
Common will be issued to creditors and holders of stock interests in the
registrant. Of the latter shares, it is currently estimated that 107,500 shares
of ORA Common would be issued to creditors and that the balance would be issued
in exchange for outstanding stock interests. In addition, the Letter of Intent
contemplates that Warrants would be issued to creditors and holders of stock
interests in the registrant, entitling the holders thereof to purchase ORA
Common at the following exercise prices per share and during the following
periods after a reorganization plan becomes effective:
AGGREGATE EXERCISE EXERCISE
WARRANTS NUMBER PRICE PERIOD
-------- ------ ----- ------
Class 400,000 $ 5.00 180 days
Class 600,000 10.00 18 months
Class 500,000 15.00 36 months
Class 700,000 20.00 60 months
All numbers of shares and Warrants to be issued would be rounded up to the next
higher of multiple of 100 shares or the right to purchase 100 shares, with the
shares and warrants necessary to accomplish such rounding being in addition to
those otherwise issuable as provided in the Letter of Intent.
-3-
<PAGE>
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.
NORTH AMERICAN ENERGY OF DELAWARE,
INC.
Date: August 20, 1996 By: /S/ R. L. BURKE
---------------------
Raymond L. Burke
President
-4-
