<PAGE>
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): August 10, 1995
PMC International, Inc.
_____________________________________________________
(Exact name of registrant as specified in its charter)
Colorado 0-14937 84-0627374
______________________________________________________________
(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
555 Seventeenth Street, 14th Floor, Denver, Colorado 80202
_________________________________________________________________
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 292-1177
N/A
____________________________________________________________
Former Name or Former Address, if Changed Since Last Report
Page 1 of 3 Pages
Exhibit Index is on Page 3
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT
On July 28, 1995 the Company borrowed $1,200,000 from Bedford Capital
Financial Corporation ("Bedford"). The loan was evidenced by a promissory
note which bears interest at 8.5% per annum and is due and payable on July
28, 2000. The loan is secured by all of the Company's assets. Pursuant to
the terms of the note, interest during the first year of the loan is deferred
and is payable in equal monthly installments over the second and third year of
the loan.
As additional consideration for the loan to the Company, the Company
issued Bedford a warrant for the purchase of 1,200,000 shares of the
Company's common stock, entered into an advisory agreement with Bedford, and
granted Bedford a supplemental option which allows Bedford to maintain its
beneficial interest in the Company's common stock.
The warrant allows Bedford to purchase an additional 1,200,000 shares of
the Company's common stock for $1.00 per share at any time prior to July 28,
2000. The advisory agreement between the Company and Bedford requires the
Company to pay $100,000 per year to Bedford for certain consulting services
to be provided by Bedford. The advisory agreement remains in effect until
all loans from Bedford to the Company are repaid or until Bedford's beneficial
interest in the Company's common stock is less than 10%, whichever is the
last to occur. The supplemental option allows Bedford to purchase from the
Company the same number of shares which may in the future be issued by the
Company upon the exercise of any outstanding options or warrants or which may
be issued by the Company as the result of the exercise of options granted
pursuant to the Company's Incentive Stock Option Plan. The price to be paid
by Bedford for any additional shares which may be acquired by Bedford
pursuant to this supplemental option is the same price paid by a third party
upon the exercise of the warrant or option held by the third party.
At any time prior to July 1, 1996, Bedford has the option to lend an
additional $1,800,000 to the Company. This new loan, if made, will have the
same terms as the $1,200,000 loan described above. If this second loan is
made, the company will issue to Bedford a second warrant which will allow
Bedford to purchase 1,800,00 shares of the Company's common stock for $1.00
per share at any time prior to July 28, 2000.
The Company agreed, under certain circumstances, to register the shares
of the Company's common stock owned by Bedford or which may be acquired by
Bedford upon the exercise of any warrants or options held by Bedford.
As part of the transaction with Bedford, Marc Geman resigned as an
officer and director of the Company, Michael Opatowski and Allen Goldstone
resigned as directors of the Company, and David Andrus, William Atkinson and
J.W. Nevil Thomas were elected as directors of the Company. The Company
plans to add a fifth director in the future. Kenneth S. Phillips remained
as an officer and director of the Company.
<PAGE>
In a related transaction, Marc Geman sold 1,000,000 shares of the
Company's common stock to Bedford and sold 1,643,845 shares of the Company's
common stock to a limited liability company controlled by Kenneth S. Phillips
and David Andrus. The shares sold to the limited liability company included
607,194 shares which Geman purchased from Stuart Geman, who was the Trustee
of three trusts created for the benefit of Marc Geman's children. Bedford
has an option to purchase 335,000 shares of the Company's common stock from
the limited liability company.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
See Item 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed with this report:
(c) Exhibits
Number Name Page Reference
1. Investment Agreement between the Company (1)
and Bedford
2. Registration Rights Agreement between the (1)
Company and Bedford
3. Warrant for the Purchase of 1,200,000 (1)
Shares of the Company's Common Stock
(1) The exhibits listed above are incorporated by reference to the exhibits
filed with a Schedule 13-D filed by Bedford Capital Financial Corporation.
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: August 11, 1995 PMC INTERNATIONAL, INC.
By: Kenneth S. Phillips
------------------------------
Kenneth S. Phillips, President
