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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-KSB
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 7, 1999
Commission File Number: 1-13327
Century Industries, Inc.
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(Exact name of Registrant as specified in its charter)
District of Columbia 54-1666769
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
45034 Underwood Lane
Sterling, Va. 20166
(Mail) P.O. Box 319
Sterling, VA 20167
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 471-7606.
Securities registered pursuant to Section 12 (b) of the Act: Common Stock, par
value $.001 per share
Century Industries, Inc. Class A common Philadelphia Stock
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Exchange-PHLX
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Century Industries, Inc. Class B common Philadelphia Stock
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Exchange-PHLX
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Securities registered pursuant to Section 12 (g) of the Act: Common
Stock, par value $.001 per share
Name of each exchange on
Title of each class which registered
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Class A Common Voting Stock NASDAQ Bulletin Board
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes X No
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(2) Yes X No
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ITEM 1. CHANGE OF CONTROL
By virtue of a Partial Acquisition and Parent/Subsidiary Agreement
signed June 23, 1999, by and between Registrant and Interactive Gaming &
Communications Corp. ("IGC"), a Delaware corporation trading on the NASDAQ
OTC:BB under the symbol "SBET", IGC purchased fifty three and twenty six
hundreths percent (53.26%) of the issued and outstanding Class A common voting
shares of the Registrant, representing 53.26% of the voting rights of all the
classes of stock of the Registrant, in exchange for the issuance of seven and
one half million (7,500,000) common voting shares, par value $.001, of IGC. Such
shares were issued without registration and are thus restricted securities. The
control basis consisted of 5,853,514 Class A common voting share of Registrant,
held respectively by Ted L. Schwartzbeck, Joel M. Gundersheimer, the USIB
Trust, Grupo Romvil, S.A., Earlswood Enterprises, Ltd., and Roc Shores
Investments, Ltd.
The transaction occurred on June 23, 1999 by virtue of the execution
of a Partial Acquisition and Parent/Subsidiary Agreement. As a result of the
execution of this Agreement, fifty three and twenty six hundreths per cent
(53.26%) of the Registrant's voting securities has become subject to the
control, beneficially and directly, of Interactive Gaming & Communications Corp.
Such control, as previously indicated, was acquired from Ted L. Schwartzbeck,
Joel M. Gundersheimer, the USIB Trust, Grupo Romvil, S.A., Earlswood
Enterprises, Ltd., and Roc Shores Investments, Ltd.
The Agreement also provides for alternative mechanisms whereby IGC
is enabled to acquire the remaining shares of Registrant on a basis "equal to or
better than" the terms given to Registrant's control block shareholders.
By virtue of this Agreement, IGC is given the right to nominate
Directors to serve on three of Registrant's five Board of Directors seats.
In addition, the Agreement provides for the establishment of a three
member Executive Committee, two of whom shall be IGC members, and one of whom
shall be Registrant's member. This Executive Committee shall direct and assist
Registrant's management.
Registrant states that pursuant to the requirements of Item 403 (c)
of Regulation S-K (229.403 (c)), there exists no arrangements other than those
known to Registrant by virtue of the aforedescribed Agreement, such as a pledge
by any party, of securities of the parent or any subsidiary of Registrant, the
operation of which would further change control of Registrant at a future date.
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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.
Century Industries, Inc.
July 7, 1999 /s/ Ted L. Schwartzbeck
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Ted L. Schwartzbeck, President,
Chief Executive Officer
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MAJORITY ACQUISITION AND PARENT/SUBSIDIARY
RELATIONSHIP AGREEMENT
This Agreement is made by and between Interactive Gaming & Communications
Corp., a Delaware corporation (hereinafter "IGC") with offices at 4070 Butler
Pike, Plymouth Meeting, PA, and Century Industries, Inc., a District of Columbia
corporation (hereinafter "Century"), this 23rd day of June, 1999, by and
between the parties hereto for the consideration, purposes and objectives
immediately set forth herein below.
I. PURPOSES AND INTENT
The parties hereto make this Agreement with the intent to accomplish the
following purposes set forth below seriatim:
1. IGC seeks, by this Agreement, to acquire a majority interest in Century,
and to, by such form and fashion of acquisition, establish a
parent/subsidiary relationship between IGC and Century.
2. IGC also seeks hereby, and by the establishment of aforedescribed
parent/subsidiary relationship, to increase both its consolidated asset and net
capital structure and base to allow IGC to make application for either (1)
listing of its shares on a regional and recognized stock exchange, and/or (b) an
upgrading of its current listing from the NASDAQ OTC Bulletin Board to the
NASDAQ "Small Caps".
3. Century seeks hereby to benefit its shareholders through this Agreement by
(a) obtaining the consideration provided to it herein from its corporate
benefit, and (b) by downsizing and consolidating its operational overheads with
those of its parent to reduce costs and thereby increase profitability.
II. CONSIDERATION
The parties hereto agree as follows:
1. The control block shareholders of Century, all signatories hereto, agree to
sell and convey to IGC, free and clear of any hypothecation, security interest,
or any pledge, 5,853,514 Class A shares, such shares constituting 53.26% (53.26
percent) of the issued and outstanding shares of Century, and, by virtue of the
1:100 ratio of Class A to Class B voting power, constituting 53.26% (53.26
percent) of the voting power of all shares issued and outstanding.
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2. IGC agrees hereby to issue 7,500,000 shares of its common voting $.001 par
value stock, to the aforedescribed control block shareholders of Century as
consideration for acquiring full legal title to the aforedescribed shares or
constituting Century's control block.
3. Century also agrees to (increase/maintain) its Board of Directors membership,
and allow IGC to nominate three of five members as nominees to sit upon
Century's Board of Directors.
4. It is further agreed, as additional consideration for the execution of this
Agreement, that both Century and IGC shall, forthwith, form an Executive
Committee consisting of three members, two of whom shall be appointed by IGC and
one of whom shall be appointed by Century. The function of the Executive
Committee shall be to guide both IGC and Century on a parallel track pending the
"Complete Amalgamation Alternatives" set forth immediately below in Section III.
III. COMPLETE AMALGAMATION ALTERNATIVES
Commencing immediately upon the effective date of this Agreement, it
shall be the role and the responsibility of the Executive Committee to review
and recommend to the respective Board of Directors of both Century and IGC the
most propitious, fair and cost effective mechanism to accomplish a complete
amalgamation of both IGC and Century into a unitary corporate entity,
considering the following alternatives:
A. Statutory Merger: Whereby Century would be fully, completely and wholly
acquired, to the degree allowed by law, by IGC. Due consideration shall be given
to issues such as proxy costs, dissenter's rights, tax ramifications, and
fairness to the public shareholders of both IGC and Century.
B. Creation of New Public Corporate Vehicle: Whereby IGC and Century would vend
in their respective corporate statuses into a new publicly traded vehicle found
upon a recognized exchange or securities market. Due consideration shall be
given to all of the above reflected shareholders' rights issues, cost and tax
and corporate issues.
C. Registration Rights Offering: Whereby IGC, in any forthcoming contemplated
secondary offering, offers to Century public shareholders, on an equal or
superior basis as the share value ratio herein, a mechanism to exchange their
public Century shares for public IGC shares.
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D. Acquisition by Tender: Whereby, in similar fashion to the concept above, IGC
or a possible publicly trading corporate vehicle in a relationship with IGC
above, or IGC and Century together, makes an offer through tender of its shares
for the acquisition of Century's publicly held shares on terms equal to, or
superior, to those made to the Century control block shareholders herein.
It shall be the responsibility of the Executive Committee to ensure
that any of the preceding proposals, or combinations thereof, it recommends
shall provide for treatment equal or superior to that given to Century's control
block shareholders herein.
IV. ACKNOWLEDGEMENT
It is specifically acknowledged by the parties hereto that this Agreement
is signed with the understanding that negotiations are at present in progress
between Century and its subsidiary, Scibal Associates, for the possible sale of
the Scibal subsidiary.
Nothing in this Agreement is intended to conflict therewith nor does
any such transaction constitute a bar, in any sense, to this Agreement.
It is further acknowledged to be the intent of the parties hereto that
nothing in this Agreement should prevent either party hereto from fulfilling its
pre-existing obligations, contractual requirements, or business commitments, and
each of the parties hereto shall cooperate fully, each with the other, to ensure
no form of interference therewith occurs.
NOTICES. Any notices hereunder with respect to Century shall be sent to Century
Industries, 45034 Underwood Lane, Sterling Virginia 20166.. Any notices
hereunder with respect to IGC shall be sent to: 4070 Butler Pike, Plymouth
Meeting, PA. Any notice shall be given by registered or certified mail, postage
prepaid, and shall be deemed to have been given when deposited in the United
States mail. Either party may designate any other address to which notice shall
be given, by giving written notice to the other of such change in address in the
manner herein provided.
11. GOVERNING LAW. This Agreement has been made in the District of Columbia and
shall be construed and governed in accordance with the laws thereof without
regard to conflicts of laws, and each of the parties hereto irrevocably consents
to the jurisdiction of venue of the federal and local courts located in the
District of Columbia.
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12. ENTIRE AGREEMENT. This Agreement contains the entire Agreement between the
parties, may not be altered or modified, except in writing and signed by the
parties hereto.
13. BINDING EFFECT. This Agreement shall be binding upon the parties hereto and
their respective heirs, administrators, successors, and assigns. This Agreement
shall survive Century and IGC, jointly and severally, and shall be binding in
all respects upon the executors, administrators or any other fiduciary party
charged with responsibility over the management of the respective estates of
either IGC or Century. It is the express intent of IGC and Century, jointly and
severally, that this Agreement shall be the obligation of their respective
estates and should be given full force and effect by their respective estate
administrators.
SIGNATURES
FOR IGC
/s/ MICHAEL SIMONE
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PRESIDENT
FOR CENTURY
/s/ TED SCHWARTZBECK
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PRESIDENT
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