UNITED STATES
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
Date of Report (date of earliest event reported): MARCH 1, 2000
Commission File Number: 2-85602-D
CAPLAN CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 87-0398403
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
111 SOUTH SAINT CHARLES
BRENHAM, TEXAS 77833
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code)
(409) 836-4576
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N/A
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(Former name, former address, and formal fiscal year, if changed since
last report)
<PAGE>
SPECIAL NOTE ABOUT FORWARD-LOOKING INFORMATION
The Report contains certain forward-looking statements and information
relating to the Registrant that are based on the beliefs of management as well
as assumptions made by and information currently available to management. These
statements include, among other things, the discussions of the Registrant's
business strategy and expectations concerning the Registrant's future
operations, product development costs and schedules, product rollout dates,
customer acceptance, licensing of required third party technologies, ability to
obtain required additional capital, profitability, liquidity, and capital
resources. When used in this document, the words "anticipate," "believe,"
"estimate," "expect," and "intend" and similar expressions, as they relate to
the Registrant or its management, are intended to identify forward-looking
statements. Such statements reflect the current view of the Registrant
respecting future events and are subject to certain risks, uncertainties, and
assumptions, including the meaningful and important risks and uncertainties
noted. Although the Registrant has attempted to identify important factors that
could cause actual results to differ materially, there may be other factors that
cause the forward-looking statement not to come true as anticipated, believed,
estimated, expected, or intended. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected, or intended. Neither the Registrant nor any
other person undertakes any obligation to revise these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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In March 2000, Caplan Corporation (the "Registrant") issued 2,000,000
shares of restricted common stock in a private placement at $0.04 per share,
for an aggregate of $80,000, as follows: Clemens F. Walker IRA and family
trusts,1,700,000 shares; Keith A. Cannon, 100,000 shares; Jerry Spilsbury,
100,000 shares; and Vector Capital, LLC, 100,000 shares. In addition, the
above four purchasers also purchased an aggregate of 400,000 shares, from
Dix Turnbow (247,094 shares), Ronnie Hinze (129,914 shares), and Scott Turnbow
(22,992 shares), officers, directors and stockholders of the Registrant.
Further, Mr. Walker converted $15,000 in advances made to the Registrant in
August 1999, into shares of common stock at $0.05 per share, or an aggregate
of 300,000 shares. The purchasers used personal funds to purchase the
securities in the above-referenced transactions. As a result of the foregoing
transactions, set forth below is the name and address of each person who owns
of record, or is known by the registrant to own beneficially, 5% or more of
the 3,600,793 shares of the issued and outstanding common stock of the
Registrant as of March 10, 2000.
<TABLE>
<CAPTION>
NAME NATURE OF OWNERSHIP NUMBER PERCENT
--------------- ---------------------- ----------- ---------
<C> <C> <C>
Clemons F. Record and beneficial 16,729 0.5%
Walker Beneficial (held in IRA 2,102,500 58.4
account) --------- ------
2,119,229 58.9
Vector Capital, Record and beneficial 200,000 5.6
LLC
Jerry Spilsbury Record and beneficial 200,000 5.6
Keith Cannon Record and beneficial 268,708 7.5
Beneficial (held in IRA 46,900 1.3
account) 346,900 8.8
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Total 2,834,837 79.0%
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</TABLE>
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On March 6, 2000, the Registrant agreed to sell its tangible assets
consisting of nominal office furniture and equipment and nonproducing oil and
gas leases that, after depreciation, depletion and amortization, had a net book
value as of December 31, 1999 of $63,903. The directors of the Registrant
determined to dispose of such properties because of the significant investment
they believed would be required by the Registrant to be able to generate
material business activities with these properties that, with the Registrant's
current principal stockholders, would likely be well in excess of the amounts of
cash currently available to it. Accordingly, these assets were transferred to
Topo Minerals, LLC, which is owned by Dix Turnbow, Ronnie Hinze, and Scott E.
Turnbow, directors and/or executive officers of the Registrant, in consideration
of $100 in cash, the release by the owners of Topo Minerals, LLC, of any claim
or liability against the Registrant whatsoever, and the assumption by Topo
Minerals, LLC of all obligations relating to the property arising from and after
the date of such conveyance.
The amount of the consideration received by the Registrant was determined
by the directors, acting both on behalf of the Registrant and in their own
behalf as owners of Topo Minerals, LLC. Accordingly, the transaction was not
the result of arms-length negotiation. However, the transaction has been
ratified by stockholders owning an aggregate of 3,060,398 shares, or
approximately 85%, of the Registrant's 3,600,793 shares of outstanding common
stock. In addition to nominal office furniture and equipment, the assets
transferred consist of non-producing oil and gas and other mineral properties.
<PAGE>
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Pro forma financial information required by this item will be filed by
amendment as soon as practicable, but no later than 60 days after the
filing of this report on Form 8-K.
(b) Exhibits
The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
- ------- --------- ------------------------------------------ ------------
Item 2. Plan of Acquisition, Reorganization,
Arrangement, Liquidation, or Succession
2.01 2 Assignment and Assumption Agreement This Filing
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.
Dated: March 15, 2000 CAPLAN CORPORATION
/s/ Ronnie Hinze, President
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into this 6th day of
March, 2000, by and between CAPLAN CORPORATION, hereinafter referred to as
the "Assignor," and TOPO MINERALS, LLC, hereinafter referred to as the
"Assignee."
FOR AND IN CONSIDERATION of the mutual promises and covenants hereinafter
set forth and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, it is hereby agreed as follows:
1. For the consideration set forth in paragraph 2, the receipt and
adequacy of which are hereby acknowledged, Assignor does hereby assign,
transfer, convey, and set over unto Assignee or such person or entity as
Assignee may designate, all of the right, title and interest of Assignor in and
to all of the property and equipment, including office equipment and mineral
leasehold interests, as reflected on the Assignor's balance sheet as of
September 30, 1999, together with any and all products, proceeds, successions,
additions, and replacements thereof, to have and to hold the same unto the
Assignee, its successors and assigns forever, with power at its own expense to
receive, collect, enforce, and sue for the same, for its own use and benefit, in
any actions or proceedings in the name of Assignor or otherwise, and to take
all such legal action as may be necessary for the complete recovery of the
assigned property.
THIS ASSIGNMENT IS WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND
WHATSOEVER.
2. For and in consideration of the assignments in paragraph 1, Assignee
hereby:
(a) pays to Assignor the amount of $100, the receipt of which is
hereby acknowledged;
(b) assumes each and every term, covenant, obligation, and condition
of any kind or nature required to be kept, observed, performed, paid, or
otherwise satisfied by Assignor on or respecting the assigned property and
accruing on or after the date hereof; and
(c) releases Assignor from any and all liability of any nature
whatsoever for any loss, cost, damage, or claim that Assignee has or may
have against Assignor on or as of the date hereof for any act, failure to
act, fees, advances, reimbursements, compensation, or any other matter
whatsoever, and agrees to indemnify Assignor against any and all payments,
actions, claims, and demands whatsoever, including the legal and other
costs of investigating or defending the same, arising out of or by reason
of any act or omission of Assignee respecting the obligations herein
assumed by Assignee.
Assignor shall notify Assignee of any such liability, asserted
liability, or claim thereof, with reasonable promptness, and Assignee or
its legal representatives shall have, at its absolute discretion, the right
to compromise or defend any such matter of asserted liability of Assignee
through counsel of its own choosing and at its own expense. Such notice
and opportunity to compromise or defend, if applicable, shall be a
condition precedent to any liability of Assignee under this indemnity. In
the event that Assignee undertakes to compromise or defend any such
liability, he shall notify Assignor in writing promptly of Assignee's
intention to do so, and Assignor agrees to cooperate with Assignee and its
counsel in order to effectuate such compromise or defense against
liability.
3. At the request of Assignee, Assignor shall execute, acknowledge and
2
deliver to Assignee such further deeds, assignments, bills of sale, or other
instruments necessary or convenient to vest in Assignee full and complete
ownership of all of Assignor's right, title and interest in and to the property
reportedly conveyed by it to Assignee hereunder.
Dated the year and date first above written.
CAPLAN CORPORATION
By /s/ Ronnie Hinze
Its President
By /s/ Scott E. Turnbow
Its Secretary
TOPO MINERALS, LLC
By /s/ Dix Turnbow
Its
RELEASE
For and in consideration of the foregoing assignment to Topo Minerals,
LLC, which is owned by the undersigned, each of the undersigned hereby releases
Caplan Corporation ("Caplan") from any and all liability of any nature
whatsoever for any loss, cost, damage, or claim that undersigned has or may have
against Caplan on or as of the date hereof for any act, failure to act, fees,
advances, reimbursements, compensation, or any other matter whatsoever, and
agrees to indemnify Caplan against any and all payments, actions, claims, and
demands whatsoever, including the legal and other costs of investigating or
defending the same, arising out of or by reason of any act or omission of the
undersigned respecting the obligations herein assumed by them.
Caplan shall notify each of the undersigned of any such liability, asserted
liability, or claim thereof, with reasonable promptness, and the undersigned or
his legal representatives shall have, at his absolute discretion, the right to
compromise or defend any such matter of asserted liability of the undersigned
through counsel of his own choosing and at his own expense. Such notice and
opportunity to compromise or defend, if applicable, shall be a condition
precedent to any liability of the undersigned under this indemnity. In the
event that the undersigned undertakes to compromise or defend any such
liability, he shall notify Caplan in writing promptly of his intention to do so,
and Caplan agrees to cooperate with the undersigned and his counsel in order to
effectuate such compromise or defense against liability.
/s/ Ronnie Hinze (individually)
/s/ Dix Turnbow (individually)
/s/ Scott E. Turnbow (individually)
