Securities & Exchange Commission
Washington, D.C. 20549
Form 8-K/A
(Amendment to report filed on June 3, 1997)
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Date of report: October 1, 1997
Lotus Pacific, Inc.
(Exact name of registrant as specified in its charter)
Delaware
State of Organization
33-3272-W
Commission File Number Employer
52-1947160
Identification Number
200 Centennial Avenue, Suite 201, Piscataway, New Jersey 08854
Address of Principal Executive Office
(908) 885-1750
Registrant's Telephone Number, Including Area Code
Item 1. Change in Control of Registrant
Effective as of May 30, 1997, the registrant elected Jeremy
Wang as a director to the board. Jeremy Wang, 42, is a director
of Evenew International Ltd. In the past ten years, he worked
at AT&T Bell Laboratories and Merck & Co. designing hardware and
software system. He held various responsibilities in system
engineering, development and product management in the
telecommunications industry. Jeremy Wang graduated from
University of Virginia majoring Chemical Engineering with an MS
and from New Jersey Institute of Technology majoring computer
science with an MS.
Item 2. Acquisition of Assets.
Effective as of June 3, 1997, Regent Electronics Corp.
(hereinafter "Regent"), a wholly owned subsidiary of the
registrant, entered into a Purchase Agreement with Rightiming
Electronics Corp., a New Jersey based high-tech company, to
acquire certain technology related assets and rights for an
aggregate consideration of US $5,000,000 (five million US
dollars) and 8,000,000 (eight million) shares of Common Stock of
Regent Electronics Corp.
The acquired assets include all Commodore-Amiga's patents,
licenses, trademarks, and copyrights to be registered and used
in China, Taiwan, Hong Kong, Macao and the bordering countries
between China and the former Soviet Union, and a series of
multimedia electronic products including Wonder TV A-6000,
Wonder TV A-6030 and Work Station A-5800. These multimedia
electronic products feature an all-in-one box system, combining
functions of a multimedia personal computer, a facsimile
capability, a Karaoke machine, an Internet box, a CD player, a
VCD player and an electronic game machine. Patents for these
multimedia related products are pending in China.
The acquisition decision, by the management of the registrant,
is to purchase a product similar to Web-TV and market it in
China and other Asian countries.
Funds used to make this acquisition are provided by Lotus
Pacific, Inc. These funds were recently raised in private
placement transactions by Lotus Pacific, Inc.
As of June 3, 1997, Regent Electronics Corp. has 26,000,000
shares of common stock outstanding , of which 18,000,000 shares
are owned by Lotus Pacific, Inc. and the other 8,000,000 shares
are issued to Rightiming Electronics Corp. as a result of this
acquisition.
All matters referred to were approved by the written consent of
a majority in interest of the holders of the Corporation's
outstanding shares of common stock.
Item 6. Resignation of Directors
Effective as of May 30, 1997, Cheng Wang resigned from the
board of directors for personal reasons.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial statements of business acquired. None.
(b) Pro forma financial statement.
A pro forma financial statement giving effect to the acquisition
of Rightiming's certain assets and rights as though it had
occurred at May 31, 1997, is attached hereto.
Lotus Pacific, Inc. and Subsidiaries
Condensed Pro Forma Balance Sheet
May 31, 1997
(Unaudited)
The following condensed proforma consolidated the balance sheet of
Lotus Pacific,Inc. and its 70% owned subsidiary Regent Electronics Corp.
giving effect to the acquisition of Rightiming's certain assets and
rights as though it had occurred at May 31, 1997.
On June 3, 1997, the Company acquired, through its wholly owned
subsidiary Regent Electronics Corp., certain Commodore/Amiga technology
related assets and rights from Rightiming Electronics Corp.
The aggregate consideration was $ 5.0 million cash
plus 8 million shares of common stock of Regent Electronics
Corp. As a result of the transaction, the Company reduced its equity
interest in Regent Electronics Corp. from 100% to 70%, and Rightiming
Electronics owns the remaining 30%. These proforma condensed
combined financial statements are not necessarily indicative of the
condensed combined results of operation which may have in the future.
Pro Forma Pro Forma
Historic Data Adjustments Statements
Balance Sheet
Assets
Current Assets
Cash $1,139,491 (700,000) $439,491
Other Receivable 4,301,700 (4,300,000) $1,700
Total Current Assets 5,441,191 (5,000,000) $441,191
Investment (Richtime) 600,000 $600,000
Property and Equipment
Equipment, net 1,208 1,563,486 $1,564,694
Intangible Assets, net 5,781,520 $5,781,520
Total Assets 6,042,399 $8,387,405
Liabilities & Stockholders' Equity
Current Liabilities
Account Payable 32,179 $32,179
Total Current Liabilities 32,179 $32,179
Minority Interest in equity of
consolidated subsidiaries 2,400,000 2,400,000
Stockholders' Equity
Common Stock 40,737 40,737
Series A Preferred Stock 4 4
Additional Paid-in Capital 6,188,348 6,188,348
Retained Earnings (533,612) (533,612)
Net income 314,743 (54,994) 259,749
Total Stockholders' Equity 6,010,220 5,955,226
Total Liabilities &
Stockholders' Equity $6,042,399 8,387,405
Lotus Pacific, Inc. and Subsidiaries
Narrative - Condensed Pro Forma Statements of Operations
(Unaudited)
Due to the fact that Regent Electronics Corp. was set up in
January 1997 and did not have business operation until June 1997
when this reported transaction was made, and that the current
revenues and operations of Lotus are immaterial to the revenues
and operations of Regent Electronics, no proforma statement of
operations has been presented
Lotus Pacific, Inc. and Subsidiaries
Notes to Proforma Condensed Financial Statements
Lotus Pacific, Inc. (Lotus ), was incorporated under the laws
of the State of Delaware on June 25, 1985. In April 1987,
the Company completed a public offering of securities registered
on Form 3-18 with the Securities and Exchange Commission. In September
1994, the Company completed a transaction wherein it sold 7,000,000
shares of its common stock (after giving effect to a 1 for 50
reverse stock split) for $7,000, and sold 4,300 shares of Series A
Preferred Stock for $43,000. In the same month, the Company changed
its name from Quatech, Inc. to Lotus Pacific, Inc. In September 1995,
the Company entered into a Stock Exchange Agreement wherein it acquired
a 70% equity interest in Shanghai Union Auto-Bicycle
Co., Ltd. ("Shanghai Union"), a company located in Shanghai, China.
In June 1996, the registrant entered into a second Stock Exchange
Agreement wherein it exchanged the 70% equity interest in Shanghai
Union with a Hong Kong company for 112,000 shares of common stock
of Rightiming Electronics Corp., a Delaware corporation. In May 6, 1997,
the registrant sold the 112,000 shares of Common Stock of Rightiming
Electronics Corporation for US $571,200. In January 1997, the Company
set up two wholly owned subsidiaries, Richtime Far East Ltd. in
Hong Kong. and Regent Electronics Corp. in the State of Delaware.
Regent Electronics Corp. was incorporated in the State of Delaware
in January 1997 by the Company to pursue business opportunities in
high tech industries in the Far East. In June, 1997, the management
of the Company decided to raise and inject capital to Regent
Electronics Corp. in order to acquire Amiga-based, multimedia
technology related assets and rights from Rightiming Electronics
Corp., a NJ-based high-tech company, for an aggregate
consideration of US $5 million plus 8 million shares of Common
Stock of Regent Electronics Corp. As a result, the Company
owns 70% equity interest in Regent Electronics
giving 30% to Rightiming Electronics.
(c) Exhibit. The following exhibit, Letter to Shareholders
dated June 3, 1997, relating to the acquisition of Rightiming's
certain assets and rights, are filed herewith.
Lotus Pacific, Inc.
200 Centennial Avenue, Suite 201
Piscataway, New Jersey 08854
(908) 885-1750
June 3, 1997
LETTER TO SHAREHOLDERS
Dear Shareholders:
We are pleased to announce that as of June 3, 1997, Regent
Electronics Corp., a wholly owned subsidiary of the Company,
completed the acquisition of certain technology related assets
and rights which were previously owned by Rightiming Electronics
Corp. for an aggregate consideration of US $5,000,000 (five
million US dollars) plus 8,000,000 (eight million) shares of
common stock of Regent Electronics Corp.
The acquired assets include all Commodore-Amiga's patents,
licenses, trademarks, and copyrights, and a series of multimedia
electronic products including Wonder TV A-6000, Wonder TV A-6030
and Work Station A-5800. These multimedia electronic products
feature an all-in-one box system, combining functions of a
multimedia personal computer, a facsimile capability, a Karaoke
machine, an Internet box, a CD player, a VCD player and an
electronic game machine.
The acquisition decision, by the management of the registrant,
is to purchase a product similar to Web-TV and market it in
China and other Asian countries.
All matters referred to herein have been approved by the
written consent of a majority of holders of the Corporation's
outstanding shares of common stock.
We appreciate your continuing support and interest, and we
believe that this positive step is in the right direction for
the Corporation and its shareholders.
Sincerely,
Lotus Pacific, Inc.
/S/
James Yao
Chairman and President
SIGNATURE
Pursuant to the requirements of the Securities & Exchange Act
of 1934, the registrant has duly caused this report to be signed
by the undersigned hereunto duly authorized.
Lotus Pacific, Inc.
/S/
James Yao, President
Dated: October 1, 1997
