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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) 06/16/97
WASATCH INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
NEVADA 33-2533-LA 87-0435741
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(State or Other Jurisdiction) (Commission (IRS Employer
File Number) I.D. No.)
1301 N. Congress Avenue, Suite 135, Boynton Beach, FL 33426
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 561-732-1200
1501 Corporate Drive, Suite 260, Boynton Beach, Florida 33426
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
In October of 1996, the Company agreed to provide a total of $5,000,000
in DIP financing to Kiwi International Air Lines, Inc. (hereinafter "Kiwi"), a
commercial air carrier which had filed for reorganization pursuant to Chapter 11
of the United States Bankruptcy Code. In November of 1996, the Company along
with a Baltimore individual, (hereinafter referred to as "Edwards") agreed to
form a Limited Liability Company, Edwards-Wasatch Enterprises (hereinafter
"EWE") to which the Company assigned its right to provide Kiwi the DIP financing
and the exclusive right to present a plan of arrangement in the bankruptcy
proceedings. Pursuant to the agreement (the "EWE Agreement"), Edwards agreed to
loan up to $5,000,000 as required to fund Kiwi's operations and the Company
agreed to provide up to an additional $1,000,000. (The Company has provided Kiwi
with approximately $1,460,000 of the DIP financing.) The Company's assignment of
its right to provide the DIP financing to Kiwi was approved by the Bankruptcy
Court on November 26, 1996, as of which date the Company was in default of its
financing obligations to Kiwi. This default was waived by Kiwi and approved by
the Court. Three orders were entered by the Bankruptcy Court at separate
hearings resulting in a total of authorized DIP financing of $10,200,000 in cash
and letters of credit.
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As of this date, EWE is owned 18% by the Company and 82% by Edwards. The
Company has an option to acquire Edwards' 82% interest in EWE by converting said
interest into shares of common stock of the Company which shares are to be
convertible into shares of Kiwi. The conversion price of said exchange is to be
based on the value of Wasatch determined in principal part upon the appraised
value of the lands in the Bahamas, concerning which the Company has certain
ownership and development rights.
Item 3.Bankruptcy or Receivership.
Not Applicable, but see Item 2 as to Kiwi.
Item 4.Changes in Registrant's Certifying Accountant.
Not Applicable
Item 5.Other Events.
On June 16, 1997, the Board of Directors of the Company adopted a
resolution that no Officer, Director, Consultant, professional or controlling
stockholder of the Company, provided all agree, would sell any shares owned by
him or her during any three month period in excess of 50% of the volume-limit
restrictions of Rule 144, and further that said shares will be sold only with
consideration of any adverse impact on the market conditions and trading of the
Company's common stock. All Officers, Directors, professionals and controlling
stockholders have agreed to this restriction.
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Item 6.Resignations of Registrant's Directors
Diran Kaloustian was appointed Director and Chairman of the Board of
Directors on April, 1996. Mr. Kaloustian, is an attorney and member of the bars
of Florida, New York and Texas, and last, Mr. Kaloustian served as President and
Director of Depository Trust Company in New York, a global financial institution
with deposited asset value of over 10 trillion dollars. Mr. Kaloustian assumed
executive and financial control of Depository Trust Company in 1970. Mr.
Kaloustian was President and Director of Singer & Co, an investment banking firm
and Executive Vice President of a Stock Clearing Corporation, a subsidiary of
the New York Stock Exchange where he oversaw 1,500 full-time employees. Stock
Clearing Corporation was the largest profit center of the New York Stock
Exchange. Mr. Kaloustian is a graduate of Duke University and New York
University Law School.
Charles C. Edwards was appointed to the Board of Directors in January,
1997, and in June, he resigned from the Board of Directors and became a
consultant to the Company. Dr. Edwards recently assumed significant additional
responsibilities with respect to the reorganization of Kiwi International
Airlines, Inc. and he resigned from the Board to devote more time to this
responsibility and to avoid any possible conflict of interest. Dr. Edwards has
extensive experience in business development, finance and investing. He is
presently CEO of a medical technology group, real estate and condominium
development group, and a manufacturing company. Dr. Edwards serves as Professor
of Surgery at the University of Maryland Medical School, and he operates and
conducts research
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programs in the field of spinal surgery. He is a graduate of Duke University,
University of Maryland Medical School and a graduate from Yale University
Medical School. Dr. Edwards may rejoin the Board of Directors following the
reorganization of Kiwi and after the relationship between the Company and Kiwi
is further evaluated.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Not Applicable
Item 8.Change in Fiscal Year.
Not Applicable
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.
WASATCH INTERNATIONAL CORPORATION
Dated: June 16, 1997 By: /S/ *
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Joe Logan, Jr., President
By: /s/ John B. M. Frohling
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John B. M. Frohling
Power of Attorney
* John B.M. Frohling by signing his name thereto signs this Form 8-K on
behalf of the persons indicated above pursuant to a power of attorney
authorizing John B.M. Frohling to sign this Form 8-K on behalf of Joe Logan
Jr.
