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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
FILING-DATE: July 18, 1996
REGISTRANT-NAME: Utah Resources International, Inc.
DATE-OF-REPORT: July 3, 1996
COMMISSION FILE NO.: 0-9791
INCORPORATION: Utah
ITEM-1:
On July 3, 1996, the Company issued and sold one million two hundred
seventy-five thousand nine hundred twelve (1,275,912) shares of common, $.10
par value per share stock (the "Purchased Shares") to Inter-Mountain Capital
Corp, a Delaware corporation ("Purchaser") which is wholly owned by John Fife
("Fife"), so that Purchaser owns a fifty and one/half percent (50.5%)
majority interest in the Company. Purchaser acquired the Purchased Shares at
a price equal to $3.35 per share for an aggregate purchase price of Four
Million Two Hundred Seventy-Four Thousand Three Hundred Five and 20/100
Dollars ($4,274,305.20) (the "Purchase Price"), of which Six Hundred
Forty-One Thousand One Hundred Forty-Five and 78/100 Dollars ($641,145.78)
was paid in cash by Purchaser to the Company at the closing. The remaining
Three Million Six Hundred Thirty-Three Thousand One Hundred Fifty-Nine and
42/100 Dollars ($3,633,159.42) was evidenced by Purchaser's promissory note
(the "Note"). The Note bears interest at a rate equal to the short-term
applicable federal rate published by the Internal Revenue Service in effect
at the time of closing, and is adjusted on each anniversary of the Note to
the applicable short-term federal rate in effect on such anniversary date.
Interest on the Note is paid currently in arrears on each anniversary of the
Note. At the closing, Purchaser paid the Company an amount equal to the
present value first year of interest due under the Note. The principal and
any unpaid interest accrued under the Note is due and payable August 1, 2001.
The Note is secured by the Purchased Shares as evidenced by a Stock Pledge
Agreement, dated as of July 3, 1996, by and between Purchaser and the
Company. Fife personally guaranteed payment of twenty-five percent (25%) of
all amounts due under the Note.
As required by the Stock Purchase Agreement, E. Jay Sheen ("Sheen") and R.
Dee Erickson ("Erickson"), submitted their resignations as directors of the
Company, effective July 13, 1996. David Fife and Fife were appointed directors
of the Company, effective July 13, 1996. As required by the Stock
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Purchase Agreement, Fife was elected President and Chief Executive Officer of
the Company.
The Stock Purchase Agreement contemplates that subject to applicable
state and federal securities and state corporate law, the Company shall cause
a 1,000 to 1 share reverse split of the Company's stock to the shareholders
of record at $3.35 per share, with fractional shareholders given the option
to either purchase additional fractional shares to round up to one whole
share following the reverse split or receive cash in lieu of their fractional
shares. Purchaser may be issued additional shares of stock at a price equal
to $3.35 per share so that after the reverse split Purchaser may maintain its
fifty and one/half percent (50.5%) majority interest in the Company. Upon
the occurrence of the reverse split and subject to applicable state and
federal securities and state corporate law any Company shares redeemed by the
Company pursuant to the reverse split may be acquired by the remaining
shareholders, other than Purchaser, on a pro rata basis, at a purchase price
equal to the pre-split $3.35 per share.
ITEM-5:
The Company entered into a certain 1996 Morgan Settlement Agreement by
and among the Company, Purchaser, Erickson, Sheen, Lyle D. Hurd ("Hurd"),
John H. Morgan Jr. ("JH Morgan"), Daisy Morgan ("D Morgan"), Fife, and
Robinson & Sheen ("R&S"), and the Company entered into a certain 1996
Settlement Agreement by and among the Company, Purchaser, Erickson, Sheen,
Hurd, Mark G. Jones ("Jones"), Mark Technologies Corporation, a California
corporation ("MTC"), Anne Morgan ("A Morgan"), Victoria Morgan (V Morgan),
Fife and R&S (the 1996 Morgan Settlement Agreement and the 1996 Settlement
Agreement together are the "Settlement Agreements"). Pursuant to the
Settlement Agreements, the parties agreed, among other things, (i) to
compromise and settle all of their disputes and claims known or unknown, now
existing or hereafter accruing, including but not limited to those which are
the subject of:
a) A shareholders' derivative action captioned as ERNEST MUTH,
ET. AL. VS. JOHN H. MORGAN JR., ET. AL., which was filed as Civil
Number C-87-1632 in the Third Judicial District Court of Salt Lake
County, Utah (the "First State Action"), in which a settlement
agreement was entered on April 6, 1993 (the "1993 Settlement
Agreement");
b) The Company brought action to enforce the 1993 Settlement
Agreement in the First State Action, which resulted in an order
enforcing the 1993 Settlement Agreement, entered by Judge Michael R.
Murphy on October 4, 1995 (the "Murphy Order"), the Murphy Order has
been appealed by JH Morgan, and D Morgan and cross-appealed by the
Company;
c) An order to show cause has been filed in the First State
Action by the Company against JH Morgan, D Morgan, Jones, MTC, A
Morgan and V Morgan, which is pending;
d) A shareholders' derivative action captioned as ANNE MORGAN
ET. AL. VS. R. DEE ERICKSON, ET. AL., which was filed as Case Number
2:95CV-0661C in the United States District Court for the District of
Utah, Central Division; and
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e) A complaint captioned as MARK TECHNOLOGY CORP., ET. AL. VS.
UTAH RESOURCES INTERNATIONAL, INC., was filed as Civil No. 960903332CV
in the Third Judicial Court of Salt Lake County, Utah;
and (ii) to use their best efforts to petition the Court in the First State
Action for the purpose of terminating the 1993 Settlement Agreement.
