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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): June 10, 1998
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AIRSHIP INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
0-14646 06-1113228
(Commission File Number) (I.R.S. Employer Identification No.)
730 Sand Lake Road, Suite 350, Orlando, FL 32819
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 351-0011
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
On July 29, 1998, Airship International Ltd. (the "Company") issued
1,000,000 shares of common stock to Trans Continental Airlines Inc. ("Trans
Con") in exchange for a $150,000 line of credit. As of August 21, 1998, Trans
Con beneficially owned 8.5% of the Company's outstanding common stock. Louis J.
Pearlman, the Company's President, Chairman of the Board and Principal Financial
and Operating Officer is also a 21% shareholder and President, COO and a
director of Trans Con.
On June 10, 1998, a majority of the Company's shareholders voted to
approve the conversion of each outstanding share of perferred stock to be
converted into three shares of common stock. Shareholders also waived their
rights to accrued but undeclared dividends, and the authorized but unissued
shares of preferred stock were removed from authorization. As a result of the
waiver of dividends in the amount of $6,500,000, the Company reported net
income of $5,652,000 for the three months ended June 30, 1998.
Several affiliate creditors of the Company agreed to waive their rights to
approximately $11.6 million owed to them by the Company.
The Company incorporates herein by reference a copy of its press release,
dated August 21, 1998 (annexed as Exhibit 99.1).
ITEM 7. Financial Statements and Exhibits
(a) The following document is filed herewith as an Exhibit to this
Form 8-K:
99.1 Press Release, dated August 21, 1998, of the Company.
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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.
Dated: August 21, 1998
AIRSHIP INTERNATIONAL LTD.
By: /s/ Louis J. Pearlman
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Louis J. Pearlman, President
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EXHIBIT INDEX
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EXHIBIT NO. SUBJECT MATTER PAGE NO.
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99.1 Press Release, dated August 21, 1998, of the Company....... 5
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For Immediate Release
Contact: Scott Bennett
(407) 351-0011
Airship International Ltd. Announces Share
Issuance and Conversion of Preferred Stock
Orlando, FL, August 21, 1998 -- Airship International Ltd. announced
today that on July 29, 1998 it issued 1,000,000 shares of common stock to Trans
Continental Airlines, Inc. ("Trans Con") in exchange for a $150,000 line of
credit. As of August 21, 1998, Trans Con beneficially owns 8.5% of the Company's
outstanding common stock. Louis J. Pearlman, the Company's President, Chairman
of the Board and Principal Financial and Operating Officer is also a 21%
shareholder and President, COO and a director of Trans Con.
On June 10, 1998 a majority of the holders of the Company's common and
preferred stock, voting together, and a majority of the holders of the preferred
stock, voting separately as a class, approved the conversion of each share of
preferred stock into three shares of common stock. In connection with such vote,
the shareholders waived their rights to the accrued but undeclared dividends and
the authorized but unissued shares of preferred stock were removed as authorized
stock. Also in connection with such vote, Mr. Pearlman, Trans Con, and Trans
Continental Leasing, Inc. (a wholly-owned subsidiary of Trans Con) agreed to
waive their rights to an aggregate of approximately $11,618,000 owed to them by
the Company. The Company and the parties are in the process of finalizing the
extinguishment of this debt.
The Company recently reported net income of $5,652,000 for the three
months ended June 30, 1998, primarily due to the waiver of accrued stock
dividends in the amount of $6,508,000. During the same period last year the
Company incurred a loss of $843,000.
