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: March 3, 2000
GS TELECOM LIMITED
(Exact name of registrant as specified in its charter)
COLORADO 0-13313 36-3296861
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Enterprise House, Ocean Village, Southampton SO14 3XD
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United Kingdom of Great Britain
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (44) 0870 710 6390
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Item 1. CHANGES IN CONTROL OF REGISTRANT
None.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
Item 3. BANKRUPTCY OR RECEIVERSHIP
None.
Item 4. CHANGES IN ACCOUNTANTS
None.
Item 5. OTHER EVENTS
The Company has entered into a financial services agreement with
Argonaut Associates Limited of which John Mitchell is a principal. Mr. Mitchell
is being appointed to the Board of Directors of GS Telecom. Argonaut will
perform investment banking activities for GS Telecom for certain fees.
Item 6. RESIGNATIONS AND APPOINTMENTS TO THE BOARD OF DIRECTORS
John Mitchell has been appointed to the Board of Directors.
John Mitchell, age 53, was educated at King's College in Tauton and
Brasenose College in Oxford. Mr. Mitchell was a Director of Lloyds Merchant Bank
Limited in London from 1985 through1988. From 1988 through 1990, Mr. Mitchell
was an Executive Director for National Mutual Royal Bank. He was Chief Executive
Officer for Capel Court Investment Bank from 1988 through 1990. Mr. Mitchell has
been a Partner of Argonaut Associates since 1994.
Item 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL & EXHIBITS
Exhibits:
A. Financial Services Agreement
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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 thereunto duly authorized.
Date: March 3, 2000 GS TELECOM LIMITED
By:/s/C.P. Gervaise-Brazier
C.P. Gervaise-Brazier
President
Financial Services Agreement
This Agreement is entered into this 20th Day of January 2000 by and between
Argonaut Associates Limited, of 14/16 Lower Regent Street, London SW1Y 4PH
(hereinafter referred to as Argonaut) and Xethos Group Inc. formerly known as GS
Telecom Limited of Enterprise House, Ocean Village, Southampton, SO14 3XD,
(hereinafter referred to as Xethos).
Article 1 - Scope of Services
Argonaut agreed to perform immediately upon the signing of this Agreement the
financial Services described as follows:
A Argonaut will perform investment banking activities including but not limited
to assisting in locating, analysing, negotiating, advising on equity capital,
debt financing, bridge loans, merger candidates, acquisition candidates,
divestiture opportunities, spin off opportunities, strategic alliances or
partnerships and any other opportunities to enhance Xethos shareholder value.
Argonaut will also advise Xethos on Financial Public Relations firms services,
techniques, press releases, shareholders letters, etc and diligently pursue all
avenues of debt financing including the creation of securitised instruments.
B Argonaut will advise Xethos and perform research on specific investment
opportunities that may come to the attention of Argonaut or Xethos. Xethos agree
that Argonaut will not advise Xethos on the appropriateness of an investment,
but merely collect, analyse and summarise data for Xethos to make its own
evaluation.
Argonaut will also perform other duties from time to time as requested by Xethos
provided that in no event will Argonaut perform the services of an investment
advisor.
Article II - Period of Performance
This Agreement will commence from the date of signing and run for a period of
two (2) years. This Agreement may be terminated by either party for cause or
upon one hundred and eighty days (180) written notice of termination.
Article III - Contractual Relationship
In performing the services under this Agreement, Argonaut shall operate as and
have the status of an independent contractor. Argonaut shall not have the
authority to enter into any contract binding Xethos or create any obligations on
the part of Xethos except as shall be specifically authorised by Xethos. Xethos
and Argonaut will be mutually responsible for determining the methods for
performing the services described in Article 1 above.
Each party separately and individually agree that no party will make any
contract with, deal with, or otherwise be involved in, any transaction(s) with
any banking or lending institutions, trusts, corporations, company or
individuals, lenders or borrowers, buyers or Financial Services Agreement dated
20 January 2000 between Xethos Group Inc. and Argonaut Associates Limited.
Sellers introduced by another of the signatories, separately and individually,
without the specific and agreed prior written permission of the introducing
signatory or signatories.
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This Agreement is a perpetuating guarantee and is to be applied to any and all
transactions entertained by the signatories, including subsequent follow up,
repeat, extended, or renegotiated transactions as well as to the initial
transaction regardless as to the success of the project. The signatories confirm
that the identity of banking or lending institutions, trusts, corporations,
company or individuals, lenders or borrowers, buyers or sellers shall be kept
confidential unless the specific and agreed prior written permission of the
introducing signatory or signatories has been obtained.
The signatories agree to keep completely confidential the names of any banking
or lending institutions, trusts, corporations, company or individuals, lenders
or borrowers, buyers or sellers introduced by any of the named signatories or
their associates. Such identity shall remain confidential during the applicable
transaction(s) and for the term of this Agreement and shall include such
information as telephone, fax, e-mail and physical addresses and other pertinent
contact information. Such information is to be considered as the property of the
introducing signatory or signatories and the parties are to discuss the same
amongst themselves for determination as to what information shall be disclosed
and the parties mutually agree on what procedures to use.
Article IV - Compensation
As consideration for the performance of the basic services described above,
Xethos shall pay to Argonaut compensation as follows:
A A fee of 10% percent on equity raised by Argonaut, 5% percent on subordinated
debt and 3% percent on senior debt. These fees shall be paid on funds actually
paid to or at the direction of Xethos and shall incorporate any other fee
payments made to any other parties in connection with the funding required by
Argonaut. For the sake of clarity Xethos shall receive 100% of the funds raised
and shall be responsible for paying the appropriate fee, calculated as above, to
Argonaut.
B It shall be the right of Xethos to refuse any particular source of funding or
proposed terms thereof without payment of any fee under paragraph A above.
Article V - Company Information
Since Argonaut must at all times rely on the accuracy and completeness of
information supplied to it by the company, its officers, directors, agents and
employees, Xethos agreed to indemnify and hold harmless and defend Argonaut, its
officers, directors, agents and employees at Xethos expense in any proceeding or
suit which may arise out of and/or be due to any inaccuracy or incompleteness of
such material supplied by Xethos to Argonaut.
Financial Services Agreement dated 20 January 2000
Between Xethos Group Inc. and Argonaut Associates Limited
Article VI - Assignment
The rights and obligations of Xethos and Argonaut under this Agreement shall
inure to the benefit and binding upon their successors and assigns.
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Article VII - Representatives and Notices
All notices provided for herein shall be in writing and may be served personally
to designated representatives of Xethos or Argonaut at their respective places
of business or by registered mail to the address of each party or by transmittal
by facsimile to their respective fax numbers.
The designated representatives of each party shall be:
Xethos Group Inc.
The Chief Executive Officer
Mr. Gervaise-Brazier
Argonaut Associates Limited
Mr. John Mitchell
Partner
Article VII - Arbitration/Jurisdiction of Court
An independent arbitrator, mutually acceptable to both parties shall settle any
claim or controversy arising out of or relating to this Agreement, or the breach
thereof which is not settled between the signatories themselves. Jurisdication
for any legal action is stipulated by both parties to lie in the United Kingdom
of Great Britain.
Article IX - Miscellaneous
This Agreement constitutes the entire Agreement between Xethos and Argonaut
relating to the provision of Financial Services. It supersedes all prior or
contemporaneous communications, representations or agreements whether oral or
written with respect to the subject matter hereof and has been induced by no
representations, statements or agreements other than those expressed herein. No
agreements made hereafter between the parties shall be binding on either party
unless reduced to writing and signed by the designated representative of the
party bound. This Agreement shall in all respects be interpreted and construed,
and the laws of the United Kingdom of Great Britain hereto shall govern the
rights of the parties.
Financial Services Agreement dated 20 January 2000
Between Xethos Group Inc. and Argonaut Associates Limited
Signature Page
Signed for an on behalf of
The Board of Directors of
Xethos Group Inc.
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Chief Executive Officer
Signed for and on behalf of
Argonaut Associates Limited
Partner
