SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Date of report: February 12, 1999
Lotus Pacific, Inc.
(Exact name of registrant as specified in its charter)
Delaware
State of Organization
000-24999
Commission File Number
52-1947160
Employer Identification Number
200 Centennial Avenue, Suite 201, Piscataway, New Jersey 08854
Address of Principal Executive Office
(732) 885-1750
Registrant's Telephone Number, Including Area Code
Item 2. Acquisition or Disposition of Assets.
On February 12, 1999, Lotus Pacific, Inc. (the "Registrant") announced that
it had signed agreements to acquire US Securities & Futures Corp. ("USSF") of
New York, NY and Professional Market Brokerage, Inc. (PMB) of Chicago, IL.
Both transactions were consummated in February 1999, resulting in the
Registrant's acquisition of 100% of the outstanding stock of both companies.
To acquire USSF, the Registrant paid the prior owner a total of $2.5 million
in cash and 500,000 shares of the Registrant's Common Stock valued at the market
price of $7.0625 per share at the time of the acquisition. The assets of USSF
at the time of the acquisition included 580,000 shares of the Registrant's
Common Stock. The excess of the purchase price and related costs over the
value assigned to the net tangible assets acquired was $5,949,675. Subsequent
to the date of the acquisition, LPFC invested an additional $250,000 in USSF.
USSF is a full service brokerage firm with its headquarters on Wall Street in
New York, NY. With over 15 branches worldwide, USSF offers online securities
trading service and other financial and brokerage services to individuals and
institutions. USSF is registered as a Futures Commission Merchant and is a
member of the National Association of Securities Dealers, the Securities
Investor Protection Corporation and the National Futures Association.
To acquire PMB, the Registrant paid the prior owner $240,000 in cash and
500,000 shares of the Registrant's Common Stock valued at the market price
of $7.0625 per share at the time of the acquisition. The excess of the
purchase price and related costs over the value assigned to the net tangible
assets acquired was $3,114,769. Subsequent to the date of acquisition, as
required by the terms of the acquisition, the Registrant invested an additional
$3,518,750 of its Common Stock in PMB.
PMB is a financial trading firm that provides online trading service from its
advanced Internet-based system to self-directed and broker-assisted
individuals, money managers, commodity trading advisers and introducing
brokers. PMB has a diversified customer base with approximately $22 million in
customer segregated assets. PMB is registered with the Commodity Futures
Trading Commission as a Futures Commission Merchant and is a member of the
National Futures Association.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the Businesses Acquired. Financial statements of
the businesses acquired are attached hereto as Exhibit 99.1 and Exhibit
99.2.
(b) Pro Forma Financial Information. Pro forma financial statements of the
Registrant reflecting the acquisitions are attached hereto as Exhibit 99.3.
(c) Exhibits.
2.1 Share Purchase and Exchange Agreement among Registrant, Travelway
International Limited and U.S. Securities & Futures Corp., dated
February 12, 1999.
2.2 Share Purchase and Exchange Agreement between Registrant and Stefan
H. Benger, relating to the acquisition of Professional Market
Brokerage, Inc., dated February 12, 1999.
99.1 Audited Financial Statements of U.S. Securities and Futures Corp. for
the Years Ended December 31, 1998 and 1997.
99.2 Audited Financial Statements of Professional Market Brokerage, Inc.
for the Years Ended December 31, 1998 and 1997.
99.3 Pro Forma Condensed Consolidated Balance Sheet of Registrant as of
December 31, 1998 and Pro Forma Condensed Consolidated Statements of
Operations of Registrant for the Year Ended June 30, 1998 and the Six
Months Ended December 31, 1998.
Signatures
Pursuant to the requirements of Section 12 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.
LOTUS PACIFIC, INC.
Date: June 9, 2000 By: /s/ David Li
-------------------------------
David Li, Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Share Purchase and Exchange Agreement among Registrant,
Travelway International Limited and U.S. Securities & Futures
Corp., dated February 12, 1999.
2.2 Share Purchase and Exchange Agreement between Registrant and
Stefan H. Benger, relating to the acquisition of Professional
Market Brokerage, Inc., dated February 12, 1999.
99.1 Audited Financial Statements of U.S. Securities and Futures
Corp. for the Years Ended December 31, 1998 and 1997.
99.2 Audited Financial Statements of Professional Market Brokerage,
Inc. for the Years Ended December 31, 1998 and 1997.
99.3 Pro Forma Condensed Consolidated Balance Sheet of Registrant as
of December 31, 1998 and Pro Forma Condensed Consolidated
Statements of Operations of Registrant for the Year Ended
June 30, 1998 and the Six Months Ended December 31, 1998.
