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
December 27, 1999
Date of Report (date of earliest event reported)
SILVERTHORNE PRODUCTION COMPANY
(Exact name of registrant as specified in its charter)
Colorado 0-11730 484-0189377
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification Number)
of incorporation)
7001 Seaview Avenue NW, Suite 210, Seattle, Washington 98117
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 297-6151
3220 South Higuera Street, San Luis Obispo, California 93401 (Former name
or former address, if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 20, 1999, Silverthorne Production Company (the "Company")
completed the first closing of the acquisition of all of the assets of
Inter-American Telecommunications Holding Corporation ("ITHC") in exchange for
shares of the Company's Common Stock. The transaction was previously reported in
Item 1 of the Company's Current Report on Form 8-K dated September 17, 1999,
that was filed on September 20, 1999. On December 27, 1999, the Company and ITHC
agreed that the total number of shares of the Company's Common Stock that were
to be issued at the first closing was 11,742,953 shares rather than 29,242,953
shares and the total number of shares to be issued at the second closing was
37,298,444 pre-split shares. Further, the Company and ITHC made it clear that
the Company was acquiring all of the assets and assuming all of the liabilities
of ITHC as of August 20, 1999.
As a result of ITHC's right to receive the 11,742,953 shares of the
Company's Common Stock and the previous sale of 12,602,431 shares of the
Company's Common Stock to ITHC, ITHC now beneficially owns 24,345,384 shares, or
approximately 58% of the Company's outstanding shares of Common Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 2 Amendment dated December 27, 1999, to Stock Purchase and
Asset Acquisition Agreement by and among Silverthorne
Production Company, Inter-American Telecommunications
Holding Corporation, et al.
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.
SILVERTHORNE PRODUCTION COMPANY
Dated: December 28, 1999 By:/s/ Jimmy L. Boswell
-----------------------------
Jimmy L. Boswell, President
EXHIBIT 2
AMENDMENT
TO
STOCK PURCHASE
AND
ASSET ACQUISITION AGREEMENT
This Amendment to Stock Purchase and Asset Acquisition Agreement (the
"Amendment") is entered into as of the 27th day of December, 1999, by and among
Silverthorne Production Company, a Colorado corporation ("Silverthorne"),
Inter-American Telecommunications Holding Corporation, a Delaware corporation
("ITHC"), and David L. Jackson, Patricia A. Jackson, Eric J. Sundsvold and
Karrie R. Jackson, C/F W. R. Jackson (the "Selling Shareholders").
RECITALS
WHEREAS, Silverthorne, ITHC and the Selling Shareholders entered into a
Stock Purchase and Acquisition Agreement (the "Agreement") which stated that at
the First Closing ITHC was to acquire 29,242,953 shares of the common stock of
Silverthorne from Silverthorne in exchange for the assets of ITHC and 12,602,431
shares of the common stock of Silverthorne from the Selling Shareholders in
exchange for cash and ITHC stock;
WHEREAS, the number of shares of common stock of Silverthorne that ITHC
was to acquire from Silverthorne at the First Closing was incorrectly stated in
the Agreement and should have been 11,742,953 shares rather than 29,242,953
shares;
NOW, THEREFORE, in consideration of the mutual promises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
Amendments to Section 1.2 of Article 1, Section 5.3 of Article 5 and
Sections 8.1(c), 8.2(a) and 8.2(c) of Article 8 of the Agreement. Silverthorne,
ITHC and the Selling Shareholders hereby agree that Section 1.2 of Article 1 and
Section 8.1(c) of Article 8 of the Agreement are amended to provide that the
total number of shares to be issued to ITHC at the First Closing is 11,742,953
shares and that the additional 17,500,000 shares issued to ITHC at the First
Closing immediately shall be returned by ITHC to Silverthorne for cancellation
and at the Second Closing as specified in the Agreement, an additional
37,298,444 pre-split shares of Silverthorne's Common Stock shall be issued to
ITHC rather than 4,949,611 post-split shares as provided in Section 1.2 of
Article 1 and Section 8.2(a) of Article 8 of the Agreement. Further, Section 1.2
of Article 1 and Section 5.3 of Article 5 are amended to delete any references
to a 1-for-4 reverse split and Section 8.2(c) of the Agreement is amended to
provide that Mike Underwood and Andy Ungar will receive an aggregate of
2,200,000 pre-split shares at the second closing rather than 550,000 post-split
shares.
Amendment to Section 1.3 of Article 1 of the Agreement. Silverthorne, ITHC
and the Selling Shareholders hereby agree that Section 1.3 of Article 1 of the
Agreement is amended to make it clear that all of the assets of ITHC (except for
the common stock of Silverthorne owned by ITHC), not just the assets set forth
on Schedule A to the Agreement, were transferred and assigned to Silverthorne at
the First Closing. Further, Silverthorne, ITHC and the Selling Shareholders
hereby agree that Silverthorne assumed and agreed to pay all of the liabilities
of ITHC that existed as of the First Closing.
Except as provided herein, all provisions of the Agreement shall remain in
full force and effect.
SILVERTHORNE PRODUCTION INTER-AMERICAN
COMPANY TELECOMMUNICATIONS HOLDING
CORPORATION
By:/s/Jimmy L. Boswell By:/s/Jimmy L. Boswell
Jimmy L. Boswell, Jimmy L. Boswell, President
President and Chief Operating Officer
SELLING SHAREHOLDERS:
/s/David L. Jackson
David L. Jackson
/s/Eric J. Sundsvold
Eric J. Sundsvold
/s/Patricia A. Jackson
Patricia A. Jackson
/s/Karrie R. Jackson
Karrie R. Jackson, C/F W. R. Jackson
