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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Report of Foreign Issuer
PURSUANT TO RULE 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) September 15, 1999 (September 2, 1999)
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International Mercantile Corporation
(Exact Name of Registrant as Specified in Charter)
Missouri 0-7693 430970243
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
P.O. Box 340, Olney, MD 20830
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (301) 774-6913
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
On September 2, 1999, the registrant acquired all of the issued and
outstanding shares of Micromarix.com Incorporated, a Delaware corporation, for
$1,375,000, payable by delivery of one million shares of Class B common stock at
a deemed price of $1.00 per share and 1.5 million shares of Class A common stock
at market value of $.25 per share. Micromatix, founded in 1987, engages in the
business of manufacturing build-to-order, unbranded or "white box" PC systems
for delivery to resellers/
The registrant has a put option for 12 months from closing to return the
Micromatix shares to Red River Trading Company, Inc., the seller, if Micromatix
fails to implement its business plan and achieve certain performance benchmarks.
If the registrant exercises the put option, the seller must return the shares of
Class A and Class B common stock and also must repay all funds invested by the
registrant or by third parties secured by the registrant, to be evidenced by a
promissory note payable in 24 equal monthly installments, guaranteed by the
seller and secured by all of the capital stock and assets of Micromatix.
The seller also has a put option to return all of the registrant's
securities if the registrant does not invest, directly or indirectly, $350,000
in Micromatix on or before November 30, 1999, in addition to the $150,000 to be
invested at closing, but the seller must repay all funds invested, as above.
The Stock Purchase Agreement also provides that the registrant shall
hold its annual meeting of stockholders and a meeting of its board of directors
no later than 60 days after closing to consider and act upon the following
matters: (1) a 2/1 reverse stock split of the Class B common stock; (2) payment
of a dividend consisting of the issued and outstanding common shares of
University Mortgage, Inc., the registrant's wholly-owned subsidiary; (3) the
issuance to Frederic S. Richardson, chairman of the registrant, of 1.5 million
shares of Class A common stock, or options to purchase such shares, in
consideration of services rendered; (4) an employee stock ownership or option
plan to attract and retain key employees; (5) an agreement with Swartz
Institutional Finance for the purchase and sale of shares of Class A common
stock for $5 million; (6) amendment of the certificate of incorporation to
change the registrant's name to Micromatix or a derivative thereof; and (7)
changing the domicile of the registrant to Delaware.
At closing, C. Timothy Jewell, the sole stockholder of Red River Trading
Company, Inc., was appointed President of the registrant and Bernard Cary was
appointed Vice President and Chief Operating Officer; Michael Scott Hess
resigned as President of the registrant, but continues as Chairman and Chief
Executive Officer of University Mortgage, Inc.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
(b) Pro Forma Financial Statements.
The financial statements and the pro forma financial information
required by Item 7 will be filed by amendment not later than 60 days after
September 17, 1999.
(c) Exhibits.
Exhibit 10 Stock Purchase Agreement by and between International
Mercantile Corporation and Micromatix.com Incorporated
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.
INTERNATIONAL MERCANTILE CORPORATION
Date Sept 16, 99 By /s/ Frederic S. Richardson
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Frederic S. Richardson, Chairman
