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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): December 30, 1996.
DALEIGH HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
Utah 0-9657 86-0323969
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1888 Century Park East - 19th Floor
Los Angeles, California 90067
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(Address of principal executive offices)
(310) 284-6880
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(Registrant's telephone number, including area code)
AMERICAN SURGERY CENTERS CORPORATION
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes and Control of Registrant.
On January 22, 1997, the Company sold and issued 2,500,000 shares of
common stock (giving effect to the reverse split described in Item 5 below) to
Lee E. Rodriguez for $38,000. Said shares of stock were sold and issued in
cancellation of indebtedness. The result of said sale gives Lee E. Rodriguez
50.3% of the voting securities of the Company.
Item 2. Acquisition and Disposition of Assets
On January 2, 1997, the Company entered into an agreement to sell,
assign and transfer unto ASCI Holdings Group, a Delaware corporation, under
formation, not to exceed 80% of the issued and outstanding shares of the common
stock of ASC International, a Utah corporation, and a wholly-owned subsidiary of
the Company. Said subsidiary is the holder of all of the issued and outstanding
shares of stock of the other subsidiaries of the Company. Said subsidiaries have
nominal assets, if any, and liabilities, if any. The Company's conveyance to
ASCI Holdings Group will be in consideration of the assumption by ASCI Holdings
Group of any and all obligations owing to Ronald J. Stauber, Inc., a law
corporation, special securities counsel to the Company, in connection with the
legal services performed by it only as it relates to the Agreement and Plan of
Reorganization and Corporation Separation, the corporate separation and the
distribution of said stock ownership as contemplated therein. See Item 7,
Financial Statements and Exhibits, for a copy of the Agreement and Plan of
Reorganization and Corporation Separation. The Company intends to distribute the
balance of its stock in ASC International to its shareholders of record as of
February 28, 1997, said shares of stock have not been registered under the
Securities Act of 1933, as amended, and the further sale and transfer of the
said shares are restricted.
Item 5. Other Events.
(a) Shareholders Meeting.
On December 30, 1996, a special meeting of the shareholders was duly
held. At the said meeting, the shareholders adopted certain Articles of
Amendment to its Articles of Incorporation wherein the name of the Company was
changed to DaLeigh Holdings Corporation. The effect of said Amendment, also, was
to provide that the Company shall have authority to issue fifty million
(50,000,000) shares of common stock at $.0152 par value, and ten million
(10,000,000) shares of serial preferred stock with no par value. Said amendment
effectuated a reverse-split of the stock 10 outstanding shares into 1
outstanding share and changed the par value from $.00152 to $.0152. See Item 7,
Financial Statements and Exhibits, for a copy of the Articles of Amendment.
(b) Election of Directors.
In addition, the following directors were elected to the Board of
Directors:
Lee E. Rodriguez
Ahmad Moradi
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Item 7. Financial Statements and Exhibits.
Attached hereto and made a part hereof by reference are the following
Exhibits:
1. Articles of Amendment to Articles of Incorporation as filed on
January 21, 1997: and
2. Agreement and Plan of Reorganization and Corporation
Separation as of January 2, 1997.
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.
DALEIGH HOLDINGS CORPORATION
(Registrant)
DATED: February 4, 1997 Lee E. Rodriguez
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Lee E. Rodriguez
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EXHIBIT 1
STATE OF UTAH CO #07053
DEPARTMENT OF COMMERCE
DIVISION OF CORPORATIONS AND COMMERCIAL CODE
I hereby certify that the foregoing has been filed
and approved on the 21st day of Jan. 1997
in the Office of this Division and hereby issue this
Certificate thereof
Examined BS Date 1/21/97
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ARTICLES OF AMENDMENT
SEAL KORLA T. WOODS TO
KORLA T.WOODS ARTICLES OF INCORPORATION
Division Director OF
AMERICAN SURGERY CENTERS CORPORATION
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Act, the undersigned Corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
1. Article I of the Articles of Incorporation is deleted and the
following new Article I is inserted in lieu thereof:
ARTICLE I
Corporate Name
1.1 The name of the Corporation is DaLeigh Holdings
Corporation.
2. This Amendment was adopted by the Board of Directors on
July 29, 1996.
3. This Amendment was approved by the shareholders of the
Corporation at a meeting held for that purpose on December 30, 1996. As of the
record date, the Company had 23,499,577 shares of common stock issued and
outstanding and no preferred stock issued and outstanding. At said meeting,
11,982,900 of the issued and outstanding shares of stock were represented. Of
said shares represented, 11,850,000 shares were voted in favor of the adoption
of the Amendment, and 132,980 shares were voted against the adoption of the
Amendment.
4. Article IV of the Articles of Incorporation are amended to
read in full as follows:
ARTICLE IV
Stock
4.1 GENERAL. The aggregate number of shares which the
Corporation shall have authority to issue is Fifty Million (50,000,000)
shares of common stock at $.0152 par value, and ten million
(10,000,000) shares of Serial Preferred Stock at no par value.
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4.2 COMMON STOCK. Each share of Common Stock shall entitle
the holder thereof to one vote on any matter submitted to a vote of or
for consent of holders of Common Stock. Subject to the provisions of
applicable law and this Article IV, any dividends paid or distributed
on or with respect to the Common Stock of the corporation shall be paid
or distributed ratably to the holders of its Common Stock. In the event
of any liquidation, dissolution or winding-up of the corporation,
whether voluntary or involuntary, after payment or provision for
payment of the debts and other liabilities of the corporation and any
amounts to which the holders of any Serial Preferred Stock shall be
entitled, as hereinafter provided, the holders of Common Stock shall be
entitled to share ratably in the remaining assets of the corporation.
4.3 SERIAL PREFERRED STOCK. Subject to the terms and
provisions of this Article IV, the Board of Directors is authorized to
provide from time to time for the issuance of shares of Serial
Preferred Stock in series and to fix and determine from time to time
before issuance the designation and relative rights and preferences of
the shares of each series of Serial Preferred Stock and the
restrictions or qualifications thereof, including, without limiting the
generality of the foregoing, the following:
a. The series designation and authorized number of shares;
b. The dividend rate and the date or dates on which such
dividends will be payable;
c. The amount or amounts to be received by the holders in
the event of voluntary or involuntary dissolution or liquidation of the
corporation;
d. The price or prices at which shares may be redeemed, if
any, and any terms, conditions, limitations upon such redemptions.
e. The sinking fund provisions, if any, for redemption or
purchase of shares; and
f. The terms and conditions, if any, on which shares may
be converted at the election of the holders thereof into shares of
other capital stock, or of other series of Serial Preferred Stock, of
the corporation.
4.4 Upon the amendment of this Article IV to read as set forth
above, each ten (10) outstanding shares of common stock shall be
converted into one (1) outstanding share of common stock of the par
value of $.0152. There shall be no fractional shares issued and the
Corporation shall purchase any fractional shares of common stock for
not to exceed $1.00 per share.
4.5 The holders of the shares of stock shall not be entitled
to cumulative voting on any matter.
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5. This Amendment was adopted by the Board of Directors on
July 29, 1996.
6. This Amendment was approved by the shareholders of the
Corporation at a meeting held for that purpose on December 30, 1996. As
of the record date, the Company had 23,499,577 shares of common stock
issued and outstanding and no preferred stock issued and outstanding.
At said meeting, 11,982,900 of the outstanding shares of stock were
represented. Of said shares represented, 11,872,936 shares were voted
in favor of the adoption of the Amendment, and 109,964 shares were
voted against the adoption of the Amendment.
7. Article IV, as set forth above, provides for the manner in
which any change, reclassification, or cancellation of the issued
shares provided for in the Amendment, shall be effected. To the extent
that said Article IV does not expressly provide for the shareholders to
obtain new shares, each shareholder shall have the right to surrender
ten (10) outstanding shares to the transfer agent and to receive one
(1) new outstanding share. No fractional shares shall be created and no
fractional shares will be issued. The Corporation will purchase any
fractional share created by the Amendment for $1.00 per fractional
share.
IN WITNESS WHEREOF, I have hereunto subscribed my name this
31st day of December, 1996.
AMERICAN SURGERY CENTER
CORPORATION
Lee Rodriguez
By: --------------------------------
Lee Rodriguez, President
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STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, Kathleen Cuttler, notary public, do hereby certify that on the 31st day of
December, 1996, personally appeared before me LEE RODRIGUEZ, who being by me
first duly sworn, declare that he is the President of American Surgery Centers
Corporation, and that he signed the foregoing document as President of the
Corporation, and that the statements therein contained are true.
IN WITNESS I have hereunto set my hands and seal this 31st day of December,
1996.
KATHLEEN CUTTLER
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KATHLEEN CUTTLER, Notary Public
My Commission expires: 5/31/97
NOTARY SEAL
KATHLEEN CUTTLER
Comm. #996062
Notary Public- California
Ventura County
My Com. expires May 31, 1997
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EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION
AND CORPORATION SEPARATION
THIS AGREEMENT is made this 2nd day of January, 1997 between AMERICAN
SURGERY CENTERS CORPORATION ("SRGY"), a Utah corporation, and ASC INTERNATIONAL
("ASC"), a Utah corporation.
WHEREAS, SRGY owns issued and outstanding stock in various
corporations, and
WHEREAS, it is the desire of SRGY to separate itself from said stock
ownership in various corporations;
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties agree as follows:
1. Transfer of Properties and Assumption of Liabilities
SRGY will sell, assign, transfer and deliver to ASC all the issued and
outstanding stock, assets, goodwill and business of every kind and description,
tangible and intangible, as set forth in Exhibit A hereto. ASC agrees to pay,
perform or discharge all debts, liabilities, contracts and obligations
applicable thereto whether accrued, contingent, or otherwise applicable thereto.
2. The Sale of Stock Interest
SRGY's will sell, assign and transfer onto ASCI Holdings Group, a
Delaware corporation, eighty (80%) percent of the issued and outstanding shares
of the common stock of ASC in consideration of the assumption by ASCI of any and
all obligations owing to Ronald J. Stauber, Inc., a Law Corporation, in
connection with the legal services performed as it relates to the Agreement and
Plan of Reorganization, the corporate separation, and the distribution of said
stock ownership as contemplated herein.
3. Distribution of ASC Stock
Immediately after the transfer of the issued and outstanding stock,
assets and liabilities set forth in Section 1 hereto and sale, assignment and
transfer set forth in Section 2 hereto, SRGY will distribute all its stock in
ASC, which shall constitute the remaining stock out standing, to the holders of
SRGY common stock as of February 28, 1997. Each holder of SRGY common stock will
receive one share of ASC common stock for each share of SRGY common stock held.
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3. Closing
The closing shall take place at Los Angeles, California, on February
27, 1997.
4. Miscellaneous
This Agreement constitutes the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
related hereto. This Agreement shall be governed by the laws of the State of
Utah.
AMERICAN SURGERY CENTERS
CORPORATION. a Utah corporation
By: --------------------------------
Lee E. Rodriguez
ASC INTERNATIONAL,
a Utah Corporation
By: --------------------------------
Trudy Self
Agreed to and Accepted,
ASCI HOLDINGS GROUP,
a Delaware corporation
By: --------------------------
Ronald J. Stauber
