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) September 29, 2000
ProCare Industries, Ltd.
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(Exact name of registrant as specified in its charter)
Colorado 0-13066 84-0932231
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1960 White Birch Drive, Vista, California 92083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (760) 599-8559
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Item 5. OTHER EVENTS
Effective September 29, 2000, Registrant and FastPoint Communications,
Inc., a Delaware corporation ("FastPoint") entered into an Amendment to
Agreement and Plan of Merger (the "Amendment") pursuant to which the Agreement
and Plan of Merger, dated as of August 14, 2000 (the "Merger Agreement") was
amended to, among other things, extend until October 31, 2000, the date by which
a merger transaction between Registrant and FastPoint must be completed. Under
the Amendment, if the merger transaction is not completed by October 31, 2000,
Registrant or FastPoint may elect to terminate the Merger Agreement, as amended.
In the Amendment, FastPoint also agreed to pay Registrant a consulting fee of
$75,000 at or prior to the completion of the merger transaction at the time that
FastPoint receives proceeds from a pending offering of its securities.
Completion of the merger transaction is also conditional upon: (a) the receipt
by FastPoint of the written consent to the merger transaction by the holders of
at least 99% of FastPoint's outstanding convertible preferred stock, and (b) the
sale by FastPoint, prior to completion of the merger transaction, of at least
$2,500,000 in a new class of FastPoint's convertible preferred stock. If the
merger transaction is completed, the holders of FastPoint's common and preferred
stock would receive, or be entitled to receive, common stock of the Registrant
which would equal in excess of 95% of the voting securities of Registrant
following the completion of the merger transaction. Assuming the merger
transaction is completed, the directors of the Registrant would intend to resign
at the completion of the merger transaction, to be replaced by directors
selected by FastPoint.
It is anticipated that the issuance of Registrant's securities in
connection with the merger transaction with FastPoint will be exempt from
registration under the Securities Act of 1933, as amended, pursuant to Section
3(10) of such Act following approval of the transaction at a fairness hearing
before the California Department of Corporations, scheduled for October 25,
2000.
Effective September 25, 2000, Registrant entered into a Stock Compensation
Agreement with Robert W. Marsik, the President of Registrant. The agreement
superseded the Revised Funding Agreement between the Registrant and Mr. Marsik,
entered into in July 1999. Under the agreement, the Registrant agreed to issue
to Mr. Marsik 1.0 million shares of restricted Registrant common stock which
would be forfeited if Mr. Marsik fails or refuses to continue to serve as a
director and as the President of the Registrant under such time as the
Registrant completes a merger transaction with another company or business or
July 2001. In addition, the Registrant may rescind and cancel the issuance of
the stock if Registrant completes the merger transaction with FastPoint,
collects all amounts required to be paid by FastPoint in connection with the
merger and pays certain amounts owed by the Registrant to Mr. Marsik by the time
the merger is required to be completed.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as a part of this Report.
(c) Exhibits.
10.1 Agreement and Plan of Merger dated as of August 14, 2000.
10.2 Amendment to Agreement and Plan of Merger dated as of September 29,
2000.
10.3 Stock Compensation Agreement dated September 25, 2000.
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.
Date: October 14, 2000
PROCARE INDUSTRIES, LTD.
By /s/ Robert W. Marsik
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Robert W. Masrsik, President
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