UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 1999
Commission File Number: 0-13628
_________________________________
TRIDON ENTERPRISES INCORPORATED
(Exact name of registrant as specified in its charter)
Colorado 13-3183646
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
136 South Palm Drive #105, Beverly Hills CA. 90212
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(310) 858-7123
<PAGE>
Item 5. Other Events.
The Company has entered into a Letter of Intent with Satellite Link
Communications, Inc. ("SLC") whereby the Company would acquire a 100% interst
in all of SLC's tele-communications related Termination Agreements, Private
Line Agreements, Minute Purchase Agreements, Time Marketing Agreements, and
Sales Agreements with all customers, including the Peoples Republic of China,
Taiwan, the Republic of the Philippines, Clarion Global Communications, others
and other assets of SLC. It is the intent of the parties that the proposed
amended reorganization of the Company be effected as a tax-free exchange
pursuant to Section 368(a) (1) (a) of the Internal Revenue Code of 1986, as
amended.
The attached is an expression in general terms of the Amended Plan of
Reorganization to be formalized between the Company and SLC. The letter
agreement envisions the execution and consummation of applicable, formal
definitive agreement(s) between the Company and SLC (the "Exchange Agreements")
which, among other things, would provide for the various matters set forth
herein as well as additional matters that have been agreed upon by the parties.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibit is filed with this report:
Amended Plan of Reorganization between the Company and Satellite Link
Communications, Inc., dated February 3, 1999.
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 thereunto duly authorized.
TRIDON ENTERPRISES INCORPORATED
Registrant
Date: February 4, 1999 /s/Paul Ebeling
Paul Ebeling
CEO and Director
<PAGE>
EXHIBIT TO 8-K: AMENDED PLAN OF REORGANIZATION
Amended Plan of Reorganization Between Tridon Enterprises Incorporated
and Satellite Link Communications, Inc.
On January 13, 1999 Tridon Enterprises Incorporated, a Colorado corporation,
("the Company") entered into a binding letter agreement with Satellite Link
Communications, a Nevada corporation, ("SLC") pursuant to which SLC will be
merged into the Company in accordance with the laws of the State of
Incorporation of the Company.
The following is an expression in general terms of the Amended Plan of
Reorganization to be formalized between the Company and SLC. The letter
agreement envisions the execution and consummation of applicable, formal
definitive agreement(s) between the Company and SLC (the "Exchange Agreements")
which, among other things, would provide for the various matters set forth
below as well as additional matters that have been agreed upon by the parties.
1. Amended Plan of Reorganization and Reorganization of the Companies. The
board of directors of the Company and SLC completed an initial evaluation of
the business plan, financial statements and other relevant corporate documents
of the other and have concluded that a reorganization of the Company and SLC,
whereby the Company would issue shares of its Common Stock equal to ownership
of approximately 85% (eighty-five) of its outstanding shares in exchange for
100% interest in all of the telecommunications related Termination Agreements,
Private Line Agreements, Minute Purchase Agreements, Time Marketing Agreements,
and Sales Agreements with all customers (the Contracts and Agreements) with the
Peoples Republic of China, Taiwan, the Republic of the Philippines, Clarion
Global Communications, others and other assets of SLC, would be in the best
interest of both companies. It is the intent of the parties hereto that the
proposed reorganization of TEI and SLC be effected as a tax-free exchange and
in full compliance with the requirements Section 368(a)(1)(a) of the Internal
Revenue Code of 1986, as amended.
2. Amended Terms of Reorganization.
(A) The Company Capitalization. The Company's total authorized capital
stock consists of 100,000,000 shares of Common Stock, $0.001 par value per
share and 20,000,000 shares of 7% Cumulative Convertible Preferred Stock, $0.01
par value per share. As of October 31, 1998, there are 47,285,734 common shares
of the Company issued and outstanding. There are 83,300 Preferred Shares
issued or outstanding. Prior to the closing of the transaction the Company
intends to exchange all of its issued and outstanding preferred stock for
voting common stock so that there will be no issued or outstanding preferred
stock at the date set for the closing of the transaction. The existing
shareholders of the Company shall receive that number of shares of common stock
following the merger that will result in the ownership of 15% (fifteen) of the
issued and outstanding shares of common stock of the Company following the
merger.
(B) Special Board and Shareholder Meetings. The Company, in cooperation
with SLC, shall take such steps as may be reasonably required to effectuate the
merger including the following: (i) Prior to closing, the Board of Directors of
SLC will, if required, or deemed advisable by SLC, call a special meeting of
the Board of Directors for the purpose of ratifying the transaction proposed
herein and shall take all additional action necessary to cause the transaction
contemplated by the agreement to be ratified; (ii) Prior to closing, the Board
of Directors of the Company shall approve and ratify the terms of the
transaction proposed herein and shall take all action necessary to effectuate
the proposed transaction; (iii) SLC will file, if any, the required corporate
merger documents with the Secretary of State of Nevada; (iv) SLC will furnish a
statement from the Secretary of State of Nevada that the Nevada corporation
has been dissolved; and (v) SLC's Corporate Secretary will provide a letter to
the Company's directors stating that the Company is authorized to use the name
SLC Corporation (SLCC). The Company shall be the surviving entity following
the merger.
(C) Contract Assignments. Subject to the approval of the terms and
conditions contained herein, as well as any additional terms as may be agreed
upon by the Company's Board of Directors and SLC Board of Directors, SLC shall
consummate the transaction with TEI by assigning all material contracts and
agreements of SLC together with the written approvals to assign said contracts
and assignments by the contracting parties and all other assets as agreed.
(D) Officers and Directors. At the closing, the present officers and
directors of the Company shall deliver to SLC their respective letters of
resignation, along with certified minutes of the Company's Board of Directors
accepting such resignation and appointing to the Company Board of Directors
those persons designated by SLC to be officers and directors of the surviving
entity.
3. Financial Condition of TEI. As of the Closing Date, the Company's financial
statements shall be consistent with the contents of its financial statements as
included in the Form 10K for the fiscal year ended April 30, 1998, and Form 10Q
for the period ending October 31, 1998 as filed by TEI with the Securities and
Exchange Commission.
4. Contracts of SLC. SLC represents and warrants the contracts presented are
all of the obligations, there are no material changes as of the date of the
binding agreement, that they are assignable to the surviving entity and will be
approved for assignment by all relevant parties and entities no less than
twenty days prior to closing for review by TEI and that they will be assigned
to TEI on closing.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction herein shall take place on or
before March 1, 1999, or such other date as the parties hereto may so agree in
the future, but as soon as practical after the following conditions, in
addition to other customary conditions, have been satisfied: (i) The Company's
Board of Directors has approved the transaction; (ii) the transfer of the
relevant contracts has been approved by SLC's Board of Directors in accordance
with the laws of the State of Nevada, if the same is so required by operation
of law in the sole opinion of legal counsel to SLC. The closing shall take
place in Los Angeles, California at the Company offices or such other location
as the parties may so agree. At the discretion of the parties hereto, Closing
may also occur via telephonic means.
(B) To be Provided by SLC. As soon as possible, but in no event later than
five days prior to the Closing Date, in addition to those items which may be
required to be delivered pursuant to the terms of the applicable Agreements,
SLC shall provide to the present Board of Directors of Company the following:
(i) an investment letter in a form acceptable to Company's counsel, duly
executed by each SLC principal, acknowledging that each such party is
exchanging their respective interest in the contracts, agreements and/or assets
of SLC for their applicable number of the Company's common shares, that such
shares to be acquired by each SLC shareholder are solely for their account and
for investment and they have no plan, intention, contract, understanding,
agreement or arrangement with an person to sell assign, pledge, hypothecate or
otherwise transfer to any person such shares, or any portion thereof.
(C) Non-Delivery. Failure by SLC to provide those items described herein
above shall render this proposed transaction voidable at the discretion of the
present Board of Directors of the Company.
(D) Representations of the Company. The Company hereby represents that, as
of the Closing Date, it shall be current in all filings required to be tendered
to the Securities and Exchange Commission ("SEC") pursuant to the Securities
Exchange Act of 1934, as amended, including but not limited to, filings on
Forms 8-K, 10-K, and/or 10-Q.
6. Contingencies. The consummation of the amended reorganization is
contingent upon (i) the completion, to the Company's satisfaction, of a full
due diligence investigation, (ii) substantiation of the number of customers,
site locations, and sworn statements representing the true picture of the
status of all of the contracts and agreements and that further that the
officers, directors and agents of SLC have not made any material
misrepresentations regarding said contracts and agreements, (iii) the review
and approval of respective counsel, (iv) execution of a formal agreement, (v)
approval of the board of directors of both corporations, (vi) and the
obtaining of the required financing to complete the transaction, and (vii) the
Merger and Exchange Agreement will contain the usual representations and
warranties relative to financial statements, tax status, corporate status,
and litigation both pending and threatened as is customary and acceptable in
transactions of this kind.
7. Default. Assuming the execution of a definitive Merger and Exchange
Agreement by the Company and SLC, in the event SLC fails to perform pursuant to
Paragraph 5(B), above, or Paragraph 8, below, or otherwise close the
transaction without the fault of the Company, SLC shall be responsible for
payment of all reasonable costs incurred by TEI, including but not limited to
attorneys fees, due diligence costs, costs related to proxy solicitation and
such other costs as may be incurred directly or indirectly relating to this
proposed transaction.
8. Due Diligence and Confidentiality. Upon the signing of the Binding Letter
of Intent, the Company and SLC will provide to each other full access to their
books and records and will furnish financial an operating data and such other
information with respect to their business and assets as may reasonably be
requested from time to time. Further, SLC shall make available to the
Company's Chief Financial Officer, Counsel, CPA or any other business expert
that we choose said data and information timely. All parties shall keep
confidential any information (unless ascertainable from public filings or
published information), obtained concerning the other's operation, assets and
business.
9. Jurisdiction. It is the intention of the parties that the law of the State
of Colorado govern the determination of the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of
the parties.
10. Amendments. This Agreement may only be amended by the mutual consent of
all the parties hereto which Amendment shall be in writing, duly executed by
the parties.
This amended agreement is intended as a contract to create enforceable
rights and obligations on the part of the parties. The obligations of the
parties with respect to the matters covered hereby shall exist and be reduced
to a definitive written Merger and Exchange Agreement, satisfactory in form and
substance to both parties, and approved by their respective boards of
directors and shareholders, if necessary and executed by officers specifically
authorized to do so.
The foregoing constitutes a binding agreement and the terms hereof shall be
incorporated into a definitive written Merger and Exchange Agreement to be
prepared. The Company anticipates the completion of the merger with SLC to be
completed on or before March 1, 1999. However, both the Company and SLC have
agreed that said date may be extended by mutual consent of the parties.
Tridon Enterprises Incorporated
By: /s/ Kevin Welch
Kevin Welch, Secretary
Approved, Accepted and Agreed as of February 3, 1999
By: /s/ Emilio Francisco
Emilio Francisco, CEO
Satellite Link Communications, Inc.
