SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported) July 8, 1996
ANTARES RESOURCES CORPORATION
(Exact name of Registrant as specified in Charter)
New York 0-3926 13-1950459
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
2345 Friendly Road, Fernandina Beach, FL 32034
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (904) 261-8607
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Item 2. Acquisition and Disposition of Assets.
Effective June 25, 1996, Antares Resources Corporation (the
"Company") entered into a letter of intent with Weststar
Environmental, Inc., Starke, Florida ("WEI") and B&B Septic and
Environmental Services, Inc., Deland, Florida, ("B&B") (WEI and B&B
hereinafter jointly referred to as "Weststar"), whereby the Company
has agreed in principle to acquire all of the issued and
outstanding shares of both of said companies in exchange for
issuance by the Company of previously unissued "restricted" common
stock. The relevant terms of the proposed transaction require the
Company to (i) preliminarily, issue an aggregate of 1,150,000
shares of previously unissued common stock, representing
approximately 4.70% of the Company's issued and outstanding common
stock after the proposed closing, in exchange for all of the issued
and outstanding shares of Weststar (the number of shares to be
issued may increase or decrease, depending upon the price of the
Company's common stock as traded on NASDAQ on the date of closing);
and (ii) upon closing of the proposed transaction described herein,
to inject an aggregate of up to $800,000 into Weststar for purposes
of repayment of debt and expansion. The maximum liabilities to be
assumed by the Company pursuant to the terms of the letter of
intent are not to exceed $1,000,000.
The proposed share exchange is subject to satisfaction of
certain conditions, including but not limited to completion of due
diligence activities, the approval of the transaction by all of the
Weststar shareholders, execution of a definitive agreement between
the parties, execution of agreements with Weststar's suppliers and
distributors and other various matters. Also, Weststar has the
right to terminate the proposed transaction if the Company's
trading price for its common stock is less than $3.75 at the
closing and the Company has the right to terminate if the price of
its common stock is more than $4.50 per share at closing. The
closing is proposed to be consummated on or before August 1, 1996.
A copy of the letter of intent between the Company and Weststar is
attached hereto as Exhibit 2.0 and incorporated herein as if set
forth.
WEI is engaged in the business of environmental waste
transportation and disposal. B&B is engaged in the business of
pumping residential septic tanks, installing residential drain
fields, and pumping commercial grease traps.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
2.0 Letter of Intent between the Company and WEI and B&B.
<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 of the undersigned thereunto duly authorized.
Antares Resources Corporation
(Registrant)
By: s/William W. Perry
William W. Perry III, President
Dated: July 5, 1996
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Antares Resources Corp.
2345 Friendly Road
Fernandina Beach, Florida 32034
June 25, 1996
Weststar Environmental, Inc.
P.O. Box 6003
Starke, Florida 32091
B&B Septic and Environmental Services, Inc.
P.O. Box 1389
Deland, Florida 32721
ATTN: Michael Ricks
Gentlemen:
This letter will confirm our discussions regarding the terms
and conditions of the proposed business transaction among Antares
Resources Corp. ("Antares"), Weststar Environmental, Inc.
("Weststar") and B&B Septic and Environmental Services, Inc.
("B&B"). We propose that the terms and conditions of the business
transaction include the following:
1. Antares, Weststar and B&B will engage in one of the
following tax-free business transactions which shall be determined
by the parties (the "Business Transaction"):
a. The statutory merger of Weststar and B&B with two
newly formed subsidiaries of Antares.
b. The acquisition of all of the outstanding corporate
stock of Weststar and B&B by Antares.
c. The acquisition of substantially all of the assets
and business and certain disclosed business liabilities of Weststar
and B&B by two newly formed subsidiaries of Antares.
2. The consideration to be given by Antares in the Business
Transaction will be 1,150,000 shares of newly issued common stock
of Antares. In the event the price per share is less than $3.75 at
the closing, Weststar and B&B can terminate the Business
Transaction. In the event the price per share is more than $4.50
at the Closing, Antares
<PAGE>
Weststar Environmental, Inc.
and B&B Septic and Environmental
June 25, 1996
Page 2
can terminate the Business Transaction.
3. The minority shareholders of Weststar and B&B will be
granted piggy-back registration rights for up to 50% of the Antares
stock they receive in the Business Transaction; provided, however,
that such registration rights will not apply to the registration
statement in process.
4. At closing, Antares shall make a contribution to Weststar
and B&B of $300,000, to be used to bring current accounts payable
and taxes. Within 6 months following the closing, Antares shall
make an additional contribution of up to a total of $500,000.
Antares will assume certain liabilities that are currently in the
name of or guaranteed by Michael Ricks.
5. At closing, Michael Ricks will execute an employment
agreement with Antares or a subsidiary for a 5 year term at a
salary of $95,000 per year (subject to 10% annual increases). In
addition, Antares will pre-pay Michael Ricks $50,000 at closing for
his agreement not to complete for a period of the term of his
employment plus 2 years. At closing, Antares will cause Michael
Ricks to be appointed to the Antares Board of Directors, subject to
the approval of the Shareholders at the next annual meeting.
6. Weststar and B&B are being audited by their independent
certified public accounting firm. As soon as they are completed,
Weststar and B&B will deliver to Antares their audited financial
statements for 1995 as well as their interim financial statements
for the period ended May 31, 1996. In the event such audited
financial statements differ by more than 10% in any material
respect from the unaudited financial statements previously given to
Antares, then Antares can terminate the Business Transaction.
Further, such interim financial statements will not materially
differ from the audited statements.
7. The Business Transaction is expressly contingent upon the
following:
a) The completion by Antares, to its satisfaction, of such
due diligence procedures as it deems appropriate, including,
without limitation, the verification through a physical inventory
of the inventories and equipment to be acquired, the completion of
an environmental audit and engineering tests of the real property
to be acquired and such financial audit and studies as Antares
deems appropriate. Weststar and B&B will provide Antares with such
detailed information as requested by Antares in
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Weststar Environmental, Inc.
and B&B Septic and Environmental
June 25, 1996
Page 3
performing its due diligence;
b) Such regulatory approval of this transaction, as may be
required, if applicable;
c) A definitive acquisition agreement containing customary
terms, conditions, representations, warranties, covenants and
indemnities as may be reasonably acceptable to the parties shall
have been negotiated and executed;
d) The approval of such agreement by the Board of Directors
and Shareholders (if required) of Antares, Weststar and B&B;
e) There shall have occurred no materially adverse changes
to the assets, the business, the financial condition or the
prospects of Weststar and B&B;
(f) The total assumed liabilities of Weststar and B&B at
closing shall not exceed $700,000 or such other amount mutually
agreed upon.
g) Compliance with the bulk sales laws of applicable
jurisdictions (if required);
h) The execution of agreements with suppliers and
distributors of Weststar and B&B in a form acceptable to Antares;
i) The closing of this transaction shall occur on or before
August 1, 1996;
Prior to August 1, 1996, neither Weststar nor B&B will
solicit, initiate, or encourage the submission of any proposal or
offer relating to the acquisition of any corporate stock or assets
of either Weststar or B&B.
It is understood that this letter is merely a statement of
intent, and any legal obligation by the parties hereto shall be
only as set forth in a duly negotiated and executed acquisition
agreement, except as provided herein.
The parties agree to keep confidential this Letter of Intent
and the fact that discussion are taking place among the parties,
unless a public disclosure is required by law.
<PAGE>
Weststar Environmental, Inc.
and B&B Septic and Environmental
June 25, 1996
Page 4
If this letter accurately reflects our understanding, please
so indicate by signing the original and duplicate letter, and
return the duplicate to the undersigned by facsimile and U.S. Mail.
This letter may be executed in counterparts, each of which shall
constitute one and the same instrument.
Very truly yours,
ANTARES RESOURCES CORP.
By: s/William W. Perry III
Name: William W. Perry III
Title: Chief Executive Officer/
President
Accepted and Agreed:
WESTSTAR ENVIRONMENTAL, INC.
By: s/Michael Ricks
Name: Michael Ricks
Title: President
B&B SEPTIC AND ENVIRONMENTAL
SERVICES, INC.
By: s/Michael Ricks
Name: Michael Ricks
Title: President
