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) March 16, 2000
PRIME CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-14888 363347311
- -------------------------------- ------------ -----------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
10275 West Higgins Road, Suite 200
Rosemont, Illinois 60018
(Address of principal executive offices) (zip code)
(847) 294-6000
(Telephone number, including
area code, of agent for service)
No Change
(Former name or former address,
if changes since last report)
ITEM 5. OTHER EVENTS.
On February 29, 2000, Prime Capital Corporation issued the attached press
release.
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.
PRIME CAPITAL CORPORATION
/s/ James A. Friedman
James A. Friedman
President and Chief Executive Officer
March 16, 2000
ATTACHMENT
Prime Capital Corporation (NASDAQ: PMCP) announced today that the
company has signed a letter of intent to be acquired by Finantra Capital,
Inc. (OTC: FANT) for all of the issued and outstanding shares of Prime.
According to terms of the letter of intent, Finantra will acquire all
of the authorized, issued and outstanding common shares of Prime based upon
an exchange ratio of .315 shares of common stock of Finantra for each common
share of Prime, but not to exceed $1.141875 per share for each common share
of Prime.
Prime's revenues for the nine months ended September 30, 1999 were
$11,735,441, with income, before a $750,000 provision for credit losses, of
$322,657 or $0.08 per share. The company posted a net loss of $427,343, or
$0.14 per share.
"The synergies between our firms are obvious," said James A. Friedman,
President and Chief Executive Officer. By combining Finantra's aggressive,
e-commerce strategy with the experience and expertise that has resulted in
more than $2 billion of equipment financing by our firm, we create a highly
competitive, nationally recognized leasing entity with vastly expanded
capabilities."
"The acquisition of Prime is the final operational and servicing
platform our company requires to effect its short- and long-term business
plan," said Charles Litt, President of Finantra Capital, Inc. "Prime has a
state-of-the-art information system that completes the link of our e-
commerce strategy."
Finantra recently announced it has launched a significant e-commerce
initiative to position the company as a major financing source for
commercial and retail e-commerce transactions. Subsequently Finantra also
recently announced it has signed a contract with Gateway, Inc. (NYSE: GTW)
to provide financing for Gateway's wide range of personal computer (PC)
products. That program will be facilitated through a financing partnership
agreement with eCredit.com, Inc.
Prime anticipates the acquisition will close in early May 2000.
However, the letter of intent is subject to final due diligence, definitive
agreements, board approval and shareholder consent and there are no
assurances it will be consummated.
About Finantra
Finantra Capital, Inc. is a multi-faceted specialty finance company.
The commercial asset finance group specializes in accounts receivable
financing and equipment leasing. The consumer finance group is involved in
mortgage banking and other types of retail specialty financing. The company
recently completed a $36 million acquisition of Travelers Investment
Corporation. The Carlsbad, California-based company, which is involved
primarily in specialty consumer finance, maintains a consumer finance
portfolio in excess of $50 million.
About Prime Capital
Prime Capital Corporation, headquartered in Rosemont, Illinois, is one
of the nation's largest independent, publicly held providers of capital and
specialty finance services primarily to the software, communications, and
healthcare industries. Directly, or through private label vendor programs
with leading manufacturers, Prime has facilitated the financing of more than
$2.0 billion of equipment for acquisition by its clients, including major
medical centers, hospitals, Fortune 1000 corporations, and other major
firms. Prime serves clients nationally through its headquarters and three
regional offices.
The statements contained in this release which are not historical facts may
be deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, demand and competition for the Company's products, and other
risks or uncertainties detailed in the Company's Securities and Exchange
Commission filings.
