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)
Greater China Corporation
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(name of Registrant as specified in its charter)
Delaware 22-3057451 0-15937
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(State or other (IRS Employer (Commission file
jurisdiction of Identification No) Number)
incorporation or
organization)
27 East 61st Street
New York, NY 10021
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 935-0561
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ITEMS 1 and 2.
As previously reported, effective September 30, 1997, Greater China
Corporation (GCHC") acquired 100% of the issued and outstanding shares of
The International Technology Group ("ITG"), a Hong Kong based Company. In
exchange for 100% of the shares of ITG, GCHC issued to the shareholders of
ITG an initial 10,000,000 shares of GCHC Common Stock. The final number of
GCHC shares held by the ITG shareholders were to be adjusted to equal 50%
of the issued and outstanding shares of GCHC following the effect of an
additional $5,000,000 financing by GCHC.
On March 25, 1998, GCHC and ITG amended the Agreement for the Exchange
of Stock whereby ITG and the ITG shareholders waived the requirement for
GCHC to obtain the $5,000,000 of financing as a condition of the
transaction. As consideration for the ITG shareholder waiver, the ITG
shareholders will be issued an additional 3,755,169 shares of GCHC common
stock. As a result of the above transactions, ITG is now a wholly owned
subsidiary of GCHC. All legal documents required for the completion of
this transaction were completed and agreed by both parties on
April 28, 1998.
ITG consists of seven companies that manufacture and distribute a
variety of fiber-optic related products to the major telecommunications and
cable providers in China, South East Asia, Europe, North America and the
Middle East. ITG's annual revenues (unaudited) for the fiscal year ended
March 31, 1998 were $7.3 million with an operating loss of $907,000. Sales
and profits were constrained due to working capital limitations that
affected the Company's ability to fulfill order backlog. In addition,
during this period, ITG completed construction of its fiber-optic gel
manufacturing facility in China which was funded entirely out of internal
resources. The March 31, 1998 managment account of results are subject
to adjustment upon completion of the audit.
ITG's audited results for the fiscal year ended March 31, were
revenues of US$8,430,294 and net profits of US$179,198. These figures do
not include audited revenues of US$5,760,080 and net profits of $80,736
from Arnhem Technology Ltd. that became a wholly owned subsidiary of ITG
during the period ending March 31, 1997.
In conjunction with the Agreement, Mr. Gary S. Robinson was appointed
President and Chief Executive Officer of GCHC and Mr. Richard B. George was
appointed Executive Vice President. Mr. John W. Allen is Executive
Chairman of the Board and Mr. Peter R. Barker retains his position as
Executive Vice President. Messrs. Robinson and George have also joined the
Board of Directors of GCHC.
Additionally, GCHC has retained Cross Border Enterprises, L.L.C., a
New York based investment banking firm, as exclusive financial advisor.
The mandate of Cross Border is to raise additional capital to support the
expansion of GCHC's activities in the fiber optic and telecommunications
industry.
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ITEM 4
Following analysis and discussions, it was determined that the
relationship between Greater China Corporation and its independent
certified public accountants, Grant Thornton LLP, should cease. A letter
of resignation was sent to the Registrant and to the Securities and
Exchange Commission by Grant Thornton LLP on April 3, 1998. ITG's
independent certified accountant's continue to serve in their capacity.
Grant Thornton, LLP was not engaged to perform any services for ITG. GCHC
is in discussions with other independent certified public accounting firms
and will file a Report on Form 8K in connection with the engagement of a
new independent certified public accountant at such time as appropriate.
The Registrant has not had its financial statements audited as part of
the Registrant's reporting obligations under Section 13 of the Securities
Exchange Act of 1934, as amended, for the fiscal years ended September 30,
1997 and 1996. Grant Thornton LLP's report covering the fiscal year ended
September 30, 1995 as filed with Greater China Corporation's Annual Report
for the fiscal year ended September 30, 1995 did not include an adverse
opinion or disclaimer of opinion, and was not modified or qualified in any
way. In connection with the two (2) most recent fiscal years and during
any subsequent interim period preceding such resignation, there were no
disagreements between Grant Thornton LLP and the Registrant on any matter
of accounting principals, practices, financial statement disclosures or
auditing scope which if not resolved to Grant Thornton LLP's satisfaction
would have caused Grant Thornton LLP to make reference to the subject
matter of the disagreement in connection with its audit reports.
Item 7. Financial Statements and Exhibits
(a) The Registrant intends to file two years Audited Financial
Statements of business acquired witing 75 days.
(c ) Exhibits
<TABLE>
EXHIBIT NO. DESCRIPTION
<S> <C> <C>
2.1 AMENDMENT NO. 1 TO THE AGREEMENT
FOR THE EXCHANGE OF STOCK
16.1 LETTER RE CHANGE IN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT DATED
April 3, 1998
16.2 LETTER RE AGREEEMENT TO STATEMENTS
CONTAINED HEREIN CONCERNING GRANT
THORNTON LLP
</TABLE>
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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 hereunder duly authorized.
GREATER CHINA CORPORATION
Dated: MAY 1, 1998 By: /s/ Peter R. Barker
--------------------------------
Peter R. Barker
Executive Vice President
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<TABLE>
<CAPTION> EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
<S> <C> <C>
2.1 AMENDMENT NO. 1 TO THE AGREEMENT
FOR THE EXCHANGE OF STOCK
16.1 LETTER RE CHANGE IN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT DATED
April 3, 1998
16.2 LETTER RE AGREEMENT TO STATEMENTS
CONTAINED HEREIN CONCERNING GRANT
THORNTON LLP
</TABLE>
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<PAGE>
EXHIBIT 2.1
AMENDMENT NO. 1
TO AGREEMENT FOR THE EXCHANGE OF STOCK
THIS AMENDMENT NO.1 TO AGREEMENT FOR THE EXCHANGE OF STOCK (the
_Amendment_), is entered into as of March 25, 1998 by and among (1) Greater
China Corporation, a Delaware corporation (_GCC_), (2) The International
Technology Group Limited, a Hong Kong corporation (_ITG_) and (3) Gary
Steven Robinson, an individual, Richard Barrie George, an individual, Ian
Charles Hatchell, an individual, Simon Mark Coates, an individual, Mukhtiar
Singh-Sohal, an individual, Martyn Paul Booker, an individual, and Sark
Consultants Limited, a corporation ( collectively the _ITG Shareholders_).
Premises
WHEREAS, GCC and the ITG Shareholders have entered into an Agreement for
the Exchange of Stock (the _Agreement_), dated as of September 30, 1997,
which provided for the exchange of 10,000 shares of HK$ 1.00 value,
Ordinary shares of stock (the _Exchanged ITG Stock_) of ITG owned by the
ITG Shareholders, in exchange for 10,000,000 shares of the US$ 0.02 par
value shares of common stock (the _Exchanged GCC Stock_), of GCC, subject
to adjustment in accordance with Section 3.6 of the Exchange Agreement;
WHEREAS, GCC, ITG and the ITG Shareholders desire to effect the
following amendments to the Agreement in the form of agreements set forth
below, which shall have the effect of amending certain terms and conditions
of the Agreement, but shall incorporate all of the other terms and
conditions of the Agreement not otherwise inconsistent with this Amendment;
and
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WHEREAS, the parties intend and believe that it is in their best
interests to enter into this Amendment and the other agreements
contemplated herein;
Agreement
NOW, THEREFORE, on the stated premises and for and in consideration of
the mutual covenant and agreements hereinafter set forth and the mutual
benefits to the parties to be derived here from, it is hereby agreed as
follows:
1. Amendment of Certain Provisions of the Agreement. The parties hereby
agree to amend and restate Sections 3.3 and 3.6 of the Agreement as
follows:
Section 3.3. Release of Escrowed Shares. The parties hereby agree and the
Escrow Agent is hereby instructed that the Exchanged ITG Stock shall be
released and delivered to GCC and the Exchanged GCC stock shall be released
and delivered to the ITG Shareholders pursuant to the terms of this
Agreement and the Escrow Agreement.
Section 3.6. Delivery of Additional Shares. Simultaneously with the release
and delivery of the Exchanged ITG Stock and the exchanged GCC Stock by the
Escrow Agent pursuant to Section 3.3 hereof, GCC shall deliver to the ITG
Shareholders an additional 3,755,169 shares of GCC Common Stock, which
shall be deemed to be Exchanged GCC Stock for purposes of this Agreement,
and which shall be delivered to the ITG Shareholders in proportion to
their percentage ownership of Exchanged ITG Stock, as follows:
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Gary Steven Robinson, an individual: 1,464,515 Shares of GCC Common Stock.
Richard Barrie George, an individual: 1,464,515 Shares of GCC Common Stock.
Sark Consultants Ltd., a Corporation: 337,966 Shares of GCC Common Stock.
Ian Charles Hatchell, an individual: 375,517 Shares of GCC Common Stock.
Simon Mark Coates, an individual: 37,552 Shares of GCC Common Stock.
Mukhtiar Singh-Sohal, an individual: 37,552 Shares of GCC Common Stock.
Martyn Paul Booker, an individual : 37,552 Shares of GCC Common Stock.
1. Incorporation by Reference of Agreement. The terms of this Amendment
shall incorporate all of the terms and conditions of the Agreement,
including certain capitalization terms included herein as defined in the
Agreement, not therewise inconsistent with this Amendment. In the event of
any inconsistency between the Agreement and this Amendment, the terms and
conditions of this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and entered into and closed as of the date first above written at
New York, New York.
("GCC")
Greater China Corporation
A Delaware Corporation
By: /s/John W. Allen
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John W. Allen, Chairman and CEO
By: /s/ Peter R. Barker
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Peter R. Barker, Executive Vice President
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("ITG")
The International Technology Group Limited
A Hong Kong Corporation
By : /s/ Gary S. Robinson
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Gary Steven Robinson, Managing Director
By : /s/ Richard B. George
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Richard Barrie George, Managing Director
("ITG Shareholders")
By : /s/ Gary S. Robinson
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Gary Steven Robinson, an individual
By : Richard B. George
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Richard Barrie George, an individual
By : Ian C, Hatchell
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Ian Charles Hatchell, an individual
By : /s/ Simon M. Coates
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Simon Mark Coates, an individual
By : /s/ Mukhtiar Singh-Sohal
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Mukhtiar Singh-Sohal, an individual
By : /s/ Martyn P. Booker
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Martyn Paul Booker, an individual
By : Sark Consultants Ltd.
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Sark Consultants Ltd., a Corporation
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<PAGE>
Exhibit 16.1
605 Third Avenue
New York, NY 10158
212 599-0100
Fax 212 370-4520
GRANT THORNTON LLP
April 3, 1998
Mr. John W. Allen
President and Chief Operatin Officer
Greater China Corporation
27 East 61st Street
Third Floor
New York, New York 10021
Dear Mr. Alllen:
This is to confirm that the client-auditor relationship between Greater
China Corporation (Commission File No. 97618772) and Grant Thornton LLP
has ceased.
Very truly yours,
/s/ Grant Thornton LLP
Grant Thornton LLP
mcb:sv
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, DC 20549
EXHIBIT 16.2
605 Third Avenue
New York, NY 10158-0142
(212) 599-0100
Fax 212 370-4520
Grant Thornton LLP
Accountants and
Mangement Consultants
May 1, 1998
Securities & Exchange Commission
Washington, D.C. 20549
Re: Greater China Corporation
File No. 97618772
Dear Sir or Madam:
We have read Item 4 ofthe Form 8-K of Greater China Corporation dated
May 1, 1998, and agree with the statements contained therein concerning
Grant Thornton LLP. We were not engaged to perform audits of the
Registrant for any period subsequent to September 30, 1995, or for ITG for
any period.
Very truly yours,
/s/ Grant Thornton LLP
Grant Thornton LLP
May 1, 1998
