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
________________
May 22, 1996
Date of Report (Date of Earliest Event Reported)
NIAGARA CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22206 59-3182820
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
667 Madison Avenue
New York, New York
(Address of Principal Executive Offices)
10021
(Zip Code)
(212) 317-1000
(Registrant's Telephone Number, Including Area Code)
International Metals Acquisition Corporation
(Former Name or Former Address, if Changed
Since Last Report)
ITEM 5. OTHER EVENTS.
On May 22, 1996, Niagara Corporation (formerly
International Metals Acquisition Corporation), a Delaware
corporation (the "Registrant"), issued an aggregate of
168,750 shares of its common stock, par value $.001 per
share (the "Common Stock"), in exchange (the "Exchange")
for purchase options (collectively, the "Purchase Op-
tions") issued by the Registrant in 1993 to the under-
writers of its initial public offering. The Purchase
Options were exercisable until August 13, 1998 for an
aggregate of 250,000 units at $9.00 per unit (subject, in
each case, to certain anti-dilution adjustments), with
each unit consisting of one share of Common Stock and two
warrants, with each warrant exercisable for one share of
Common Stock at $6.60. The Exchange was made pursuant to
the terms of an UPO Exchange Agreement, dated May 15,
1996 (the "Exchange Agreement"), by and among the Regis-
trant and GKN Securities Corp., Roger Gladstone, David M.
Nussbaum, Robert Gladstone, Richard Buonocore, Debra L.
Schondorf, Andrea B. Goldman, Ira S. Greenspan and
Barington Capital Corp., L.P. A copy of each of the
Exchange Agreement and the press release announcing the
execution of the Exchange Agreement is attached hereto as
Exhibit 10.1 and Exhibit 99.1, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FI-
NANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
10.1 UPO Exchange Agreement by and among the Regis-
trant and GKN Securities Corp., Roger Glad-
stone, David M. Nussbaum, Robert Gladstone,
Richard Buonocore, Debra L. Schondorf, Andrea
B. Goldman, Ira S. Greenspan and Barington
Capital Corp., L.P.
99.1 Press Release dated May 16, 1996.
SIGNATURE
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.
NIAGARA CORPORATION
By:/s/Michael Scharf
_____________________
Name: Michael Scharf
Title: President
Date: May 30, 1996
EXHIBIT INDEX
Exhibit No. Description Page No.
10.1 UPO Exchange Agreement by and -
among the Registrant and
GKN Securities Corp.,
Roger Gladstone, David M.
Nussbaum, Robert Gladstone,
Richard Buonocore, Debra L.
Schondorf, Andrea B. Goldman,
Ira S. Greenspan and Barington
Capital Corp., L.P.
99.1 Press Release dated May 16, 1996. -
EXHIBIT 10.1
UPO EXCHANGE AGREEMENT
THIS UPO EXCHANGE AGREEMENT (this "Agreement")
is entered into this 15th day of May, 1996, by and among
those parties identified on Schedule I hereto (collec-
tively, the "Holders" and each, individually, a "Hold-
er"), and International Metals Acquisition Corporation, a
Delaware corporation ("IMAC").
WHEREAS, in connection with the August 1993
initial public offering of IMAC, the Holders acquired
purchase options exercisable for an aggregate of 250,000
units of IMAC (collectively, the "UPOs" and each, indi-
vidually, an "UPO");
WHEREAS, each UPO entitles the holder thereof
to acquire, at a $9.00 per UPO exercise price, one share
of Common Stock, par value $.001 per share ("IMAC Common
Stock"), of IMAC and two Common Stock Purchase Warrants
of IMAC ("IMAC Warrants"), with each IMAC Warrant, in
turn, exercisable for one share of IMAC Common Stock at
$6.60 per share;
WHEREAS, to eliminate the "overhang" on the
market for IMAC's securities occasioned by the UPOs, IMAC
has offered to exchange an aggregate of 168,750 newly-
issued shares of IMAC Common Stock for all 250,000 of the
UPOs (the "Exchange"), and the Holders desire to accept
such offer, in each case in accordance with the terms set
forth below;
NOW THEREFORE, in consideration of the premises
set forth above and the mutual promises and agreements
set forth herein, the Holders and IMAC agree as follows:
1. As promptly as practicable following the
execution of this Agreement, but in no event later than
May 22, 1996 (i) IMAC shall deliver to each Holder a
certificate registered in the name of such Holder evi-
dencing the number of shares of IMAC Common Stock set
forth opposite its name on Schedule I hereto (the "Cer-
tificates") and (ii) each Holder shall deliver to IMAC
for cancellation all of its UPOs, together with transfer
forms, endorsed in blank or in favor of IMAC, duly exe-
cuted by such Holder with its signature guaranteed. Each
Holder acknowledges and agrees that upon consummation of
the Exchange, it shall have no further rights under its
UPO, and its Purchase Option, dated August 13, 1993,
shall be cancelled and of no further force and effect.
2. Each Holder acknowledges and agrees that
it may not make any sale, transfer or other disposition
(a "Sale") of the shares of IMAC Common Stock issued to
it in the Exchange unless (i) such Sale has been regis-
tered under the Securities Act of 1933, as amended (the
"Securities Act"), (ii) such Sale is made in conformity
with Rule 144 promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act or (iii)
IMAC shall have received an opinion of counsel, which
opinion and counsel shall be reasonably acceptable to
IMAC, to the effect that such Sale is otherwise exempt
from registration under the Securities Act.
3. Each Holder acknowledges and agrees that
the Certificate(s) issued to it in the Exchange (and any
replacements or substitutions therefor) shall bear the
following legend, and that IMAC may notify its transfer
agent to cause stop transfer orders to be placed with
respect to all Certificates that bear such legend:
THE SHARES OF COMMON STOCK OF INTERNATIONAL METALS
ACQUISITION CORPORATION REPRESENTED BY THIS CERTIFI-
CATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS
THEY ARE AT THE TIME REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SALE OR TRANSFER
THEREOF IS NOT REQUIRED TO BE SO REGISTERED OR IS
MADE PURSUANT TO AN APPLICABLE EXEMPTION FROM REGIS-
TRATION PROVIDED BY SAID ACT OR THE GENERAL RULES
AND REGULATIONS THEREUNDER.
4. It is understood and agreed that the
legend set forth above in paragraph 3 shall be removed by
delivery of substitute certificates without such legend
(and that any stop transfer orders given shall be re-
scinded) if a Holder has delivered to IMAC an opinion of
counsel, which opinion and counsel shall be reasonably
satisfactory to IMAC, or a letter from the staff of the
SEC, to the effect that such legend is not required for
purposes of the Securities Act or the Rules and Regula-
tions of the SEC promulgated thereunder.
5. IMAC agrees, for purposes of the opinions
of counsel referred to above in paragraphs 2 and 4 here-
of, that (i) the firm of Graubard Mollen & Miller is
acceptable to IMAC and (ii) absent a change in the rele-
vant law as it exists on the date hereof, a conclusion in
any such opinion to the effect that, for purposes of
Regulation 144(d) of the General Rules and Regulations
under the Securities Act, the shares of IMAC Common Stock
issued to a Holder in the Exchange in respect of such
Holder's UPOs are deemed to have been acquired by such
Holder on the date such Holder acquired the UPOs so
exchanged, is acceptable to IMAC.
6. The shares of IMAC Common Stock issued to
the Holders in the Exchange shall be fully paid and non-
assessable, and shall be free from taxes, liens, and
other charges with respect to their issuance.
7. In consideration of the premises set forth
above and the undertakings of IMAC and the Holders pursu-
ant to this Agreement, it is understood that this Agree-
ment shall not be terminable by any act or deed of IMAC
or the respective Holders or by any other person, firm or
corporation, or by the death or incapacity of such Hold-
ers, or by operation of law; or if this instrument is
executed on behalf of a corporation or partnership, it
shall not be terminated by dissolution, winding up, or
other event affecting the legal life of such entity.
8. Each of the Holders hereby severally
represents and warrants to IMAC, and agrees for the
benefit of IMAC, that: (i) it has full right, power and
authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, (ii) it
has duly executed and delivered this Agreement, (iii) all
authorizations and consents, if any, necessary for the
execution and delivery of this Agreement by it, or the
consummation of the transactions contemplated hereby by
it, have been obtained or given, (iv) it currently has,
and at the time the Exchange is consummated it will
continue to have, valid and marketable title to the UPOs
to be exchanged by it pursuant to this Agreement, free
and clear of all liens, encumbrances, equities and claims
whatsoever, and (v) the execution and delivery of this
Agreement and the consummation of the transactions con-
templated hereby will not conflict with or result in a
breach of any of the terms, provisions or conditions of
any agreement or instrument to which it is a party or by
which it or the UPOs may be bound or affected.
9. IMAC hereby represents and warrants to the
Holders that: (i) it has full right, power and authority
to execute and deliver this Agreement and to consummate
the transactions contemplated hereby, (ii) it has duly
executed and delivered this Agreement, (iii) all authori-
zations and consents, if any, necessary for the execution
and delivery of this Agreement by it, or the consummation
of the transactions contemplated hereby by it, have been
obtained or given and (iv) the execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby will not conflict with or result in a
breach of any of the terms, provisions or conditions of
any agreement or instrument to which it is a party or by
which it may be bound or affected.
10. References in this Agreement to "it" and
"its" with respect to Holders shall be deemed to include,
as appropriate, "he" and "she" and "his" and "her."
11. This Agreement is made under, and shall be
governed pursuant to, the laws of the State of New York,
except for its law of conflicts.
12. This Agreement may be executed in counter-
parts, each of which shall be a valid and binding obliga-
tion of the parties hereto, but all of which shall con-
stitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date
first above written.
/s/ Roger Gladstone
_________________________________
Roger Gladstone
/s/ David M. Nussbaum
_________________________________
David M. Nussbaum
/s/ Robert Gladstone
_________________________________
Robert Gladstone
/s/ Richard Buonocore
_________________________________
Richard Buonocore
/s/ Debra L. Schondorf
_________________________________
Debra L. Schondorf
/s/ Andrea B. Goldman
_________________________________
Andrea B. Goldman
/s/ Ira Scott Greenspan
_________________________________
Ira Scott Greenspan
GKN SECURITIES CORP.
By: /s/ Robert Gladstone
________________________________
Name: Robert Gladstone
Title: Executive Vice President
BARINGTON CAPITAL GROUP, L.P.
By: /s/ Marc S. Cooper
_________________________________
Name: Marc S. Cooper
Title: Executive Vice President
INTERNATIONAL METALS ACQUISITION
CORPORATION
By: /s/ Michael Scharf
________________________________
Name: Michael Scharf
Title: Chairman of the Board,
Chief Executive Officer
and President
EXHIBIT 99.1
STERN & CO.
Media Communications - INVESTOR Relations
215 Park Avenue South, New York, NY 10003
Tel: (212) 777-7722 Fax: (212) 777-9025
World Wide Web http://sternco.com.sternco.html
FOR IMMEDIATE RELEASE
Michael Scharf - Chairman/CEO
(212) 317-1000
Richard Stern - Stern & Co.
(212) 777-7722
INTERNATIONAL METALS ANNOUNCES RESULTS OF ITS
ANNUAL SHAREHOLDERS MEETING
-APPROVAL OF STOCK OPTION PLAN
-DECREASE IN AUTHORIZED SHARES
-BUYOUT OF UNDERWRITERS PURCHASE OPTION
NEW YORK - May 16, 1996 - International Metals Acquisi-
tion Corporation (NASDAQ:IMAC) announced today that
shareholders, at the annual meeting, had approved IMAC's
1995 Stock Option Plan.
Shareholders also approved a decrease in the number of
authorized shares of common stock from 50,000,000 to
15,000,000 and a decrease in the number of authorized
shares of preferred stock from 1,000,000 to 500,000
shares. These changes were made in order to reduce
Delaware franchise taxes.
At the Annual Meeting, Michael Scharf, Chairman of IMAC,
also announced that IMAC had reached an agreement with
the underwriters of its 1993 initial public offering to
purchase, for 168,750 shares of IMAC common stock, a Unit
Purchase Option received by the underwriters in connec-
tion with that offering. The Unit Purchase Option relat-
ed to 250,000 units, with each unit consisting of one
share of common stock and two warrrants. The units were
exercisable until August 16, 1998. The exercise price of
each unit was $9.00 and of each warrant was $6.60.
The board of directors believes that was in the interest
of the Company and shareholders to purchase this option
due to its potentially dilutive effects. The Unit Pur-
chase Option contains certain provisions that might have
enabled the underwriters to purchase a substantial amount
of IMAC common stock and warrants at prices lower than
those in the Option, receive a significant number of
additional Options at prices lower than the existing Unit
Purchase Option price, or receive a substantial amount of
stock and warrants through a "cashless exchange" feature.
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