SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Under to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 1, 1995
Commission File Number: 33-4734-D
RILEY INVESTMENTS, INC.
(Formerly PACE GROUP INTERNATIONAL, INC.)
(Exact Name of Registrant as Specified in its Charter)
Oregon 93-0950786
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1820 North Shore Road
Lake Oswego, Oregon 97034
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(503) 226-7223
PACE GROUP INTERNATIONAL, INC.
2020 S.W. Fourth Avenue
Portland, Oregon 97201
(Former name, former address, and formal fiscal year, if changed since
last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On November 1, 1995, Bridgeworks Capital, owned and operated by Mark T.
Waller, acquired 2,904,486 shares of common stock of the registrant in
consideration of $10.00 cash and other consideration. Bridgeworks Capital now
owns a majority (50.07%) of the total number of common shares issued and
outstanding and is therefore in control of the registrant. The transaction was
carried out pursuant to the terms set forth in the proxy statement dated May 23,
1995, which was approved by a vote of shareholders on September 20, 1995.
Control was assumed from Edwin T. Cornelius, Jr., and Joanne K. Cornelius, Mark
T. Waller was appointed a director and Edwin T. Cornelius, Jr., and Joanne K.
Cornelius have resigned from their positions as directors. Mark T. Waller is
now the sole director of the registrant.
Pursuant to the transactions set forth in the proxy statement dated May 23,
1995, the registrant may or may not at a subsequent time merge with another, as
of yet undetermined, entity which may result in a subsequent change in control
of the registrant.
ITEM 2. DISPOSITION OF ASSETS
Pursuant to the proxy statement dated May 23, 1995, which was approved by
vote of the shareholders on September 20, 1995, on October 31, 1995,
substantially all of the registrant's assets and liabilities were transferred to
Pace International Research, Inc., a wholly-owned subsidiary of the registrant.
The common stock of Pace International Research, Inc., held by the registrant
were transferred to Edwin T. Cornelius, Jr., on November 1, 1995, in
consideration of his personal guaranty of indemnity and release of claims for
cash advanced or property contributed to the registrant. The method of
determining the value of the consideration was to submit the proposed
transaction to a vote of the disinterested shareholders who approved the same on
September 20, 1995.
ITEM 5. OTHER EVENTS
In order to carry out the above transactions, the name of the registrant
has been changed from Pace Group International, Inc., to Riley Investments, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
The following exhibits are included as part of this report:
EXHIBIT INDEX
SEC
Exhibit Reference
Number Number Title of Document Location
10.01 10 Stock Transfer Agreement dated This filing
November 1, 1995, between Edwin T.
Cornelius, Jr., and Pace Group
International, Inc.
10 02 10 Asset Transfer Agreement dated This filing
October 31, 1995, between Pace
Group International, Inc., and
Pace International Research, Inc.
10.03 10 Bill of Sale dated October 31, This filing
1995
10.04 10 Guaranty dated November 1, 1995, This filing
from Edwin T. Cornelius, Jr.
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.
RILEY INVESTMENTS, INC.
Dated: May 3, 1996 By /s/ Mark T. Waller
ASSET TRANSFER AGREEMENT
Agreement made as of the 1st day of October, 1995, between Pace Group
International, Inc., an Oregon corporation ("Transferor") and Pace
International Research, Inc., an Oregon corporation ("Transferee").
RECITALS
A. Transferee wishes to acquire all of Transferor's operating assets.
B. Transferor is willing to transfer such assets to Transferee provided
it receives from Transferee the indemnification and hold harmless assurances
set out below. Transferee is willing to give such assurances to Transferor.
NOW, THEREFORE, it is agreed as follows:
1. Transfer of Assets
------------------
1.1 Transferor hereby agrees to transfer and convey to Transferee all of
Transferor's interests in and to the assets (the "Transferred Assets")
described in the Bill of Sale attached hereto as Exhibit A. As evidence of such
transfer, Transferor will execute and deliver the Bill of Sale to Transferee.
1.2 For purpose hereof, transfer of the Transferred Assets to Transferee
will be deemed to be effective as of midnight on October 31,1995 (the "Transfer
Date"). Transferee will bear all risk of loss, damage or other diminution in
value to the Transferred Assets occurring after the Transfer Date. Commencing
with the Transfer Date, all profits, losses, deductions and credits pertaining
to the business acquired by Transferee from Transferor shall belong to
Transferee.
2. Hold Harmless
-------------
2.1 As consideration for the Transferred Assets, Transferee agrees to pay
and discharge, and to indemnify and hold Transferor harmless from, all debts,
claims, obligations, causes of action, causes of suit, damages, awards and
other liabilities arising out of or in any way related to the Transferred
Assets and/or the business acquired from Transferor, whether now existing or
hereafter arising, and all costs and expenses (including attorney fees) that
Transferor may incur in connection with any of the foregoing matters.
2.2 Without in any way limiting the scope or generality of the
obligations imposed on Transferee by Subsection 2.1 above, it is specifically
agreed that such obligations shall extend to and include: (a) any and all
obligations, debts, claims and liabilities incurred by Transferor in the
conduct of its business, or otherwise, prior to the Transfer Date; (b) any and
all obligations, debts, claims and liabilities incurred by Transferee in the
conduct of its business, or otherwise, whether before or after the Transfer
Date; and (c) any and all debts, obligations and liabilities owing from
Transferor to Edwin T. Cornelius, Jr..
2.3 The provisions of Subsections 2.1 and 2.2 shall not be deemed to
include any obligations imposed on Transferor pursuant to a Stock Transfer
Agreement of even date herewith between Transferor and Edwin T. Cornelius, Jr.
Such obligations shall continue to remain the obligations of Transferor.
3. Other Matters
-------------
3.1 The parties agree to cooperate fully and in good faith with each
other to accomplish the matters contemplated by this Agreement.
3.2 Without limiting the foregoing, each party agrees to execute any and
all documents, and to take all other actions and measures, as may be reasonably
needed in order to accomplish the matters set out herein.
4. General Provisions
------------------
4.1 This Agreement shall be construed and enforced in accordance with the
laws of the State of Oregon without regard to its rules on conflict of laws.
Venue for any action, suite or other proceedings under this Agreement shall be
in Multnomah County, Oregon.
4.2 The terms of this Agreement shall be binding upon and inure to the
benefit of, and be enforceable by, the representatives, successors and assigns
of the parties.
4.3 All waivers must be in writing and signed by the party to be charged
thereby. Failure by a party to require performance by the other of any
provision of this Agreement shall not affect the right of such party to enforce
the same, nor shall any waiver of a breach be deemed a waiver of any other
breach.
4.4 In any suit, action or arbitration, or appeal therefrom, arising out
of or related to this Agreement, the prevailing party shall be entitled to
receive from the other party such reasonable attorney fees as may be awarded by
the court or arbiter (s). If any sum due hereunder is placed in the hands of an
attorney or other agent for collection, the collecting party shall be entitled
to recover its reasonable expenses incurred therein regardless of whether any
action or suit is filed.
4.5 This Agreement contains the entire agreement of the parties as to the
subject matter hereof, and it supersedes and replaces all prior agreements
between the parties or their representatives. This Agreement may not be altered
or amended except by a written instrument signed by the party to be charged
thereby.
4.6 As used, herein, the singular shall include the plural, the plural
the singular, and the masculine shall include the feminine and the neuter, and
vice versa, as the context requires. All captions used herein are intended
solely for convenience of reference, and shall in no way limit any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year given above.
Pace Group International, Inc. Pace International Research, Inc.
By: /s/ Edwin T. Cornelius, Jr. By: /s/ Edwin T. Cornelius, Jr.
------------------------------------- --------------------------------
BILL OF SALE
In consideration of the obligations assumed by Pace International
Research, Inc., an Oregon corporation ("Assignee") pursuant to the terms of an
Asset Transfer Agreement of even date herewith (the "Agreement") between
Assignee and Pace Group International, Inc., an Oregon corporation
("Assignor"), and other valuable benefits conferred on Assignor by Assignee and
other related parties, Assignor hereby transfers and assigns to Assignee, its
transferees and assigns the following assets (the "Transferred Assets") as they
exist as of midnight on October 31,1995 ("the Transfer Date"):
(a) all cash, bank accounts and receivable owned by Assignor;
(b) all rights owned by Assignor to any books, video tapes, audio tapes,
computer software programs and other materials, know-how, information and data
pertaining to English language training systems or programs, whether completed,
in the process of completion, or otherwise contemplated;
(c) the name "Pace Group International" and any variation or derivation
of such name:
(d) all goodwill relating to the business conducted by Assignor at or
prior to the Transfer Date (the "Business"), including all rights to deal with
customers of the Business;
(e) all other assets, properties and rights belonging to or owned by
Assignor as of the Transfer Date, with the exception of the following assets
which are expressly excluded from this Bill of Sale: (i) all records pertaining
to Assignor's corporate existence and dealings with shareholders, including
without limitation Assignor's Articles of Incorporation and all amendments
thereto, Bylaws, minutes or other records of shareholder and director meetings,
lists of shareholders and communications with shareholders; (ii) all financial
statements and tax returns prepared for or filed by Assignor; (iii) all filings
by Assignor with the Securities and Exchange Commission; (iv) all
correspondence between Assignor and any federal or state agency; (v) Assignor's
copies of the documentation pertaining to this transfer of assets.
This Bill of Sale shall be deemed a conveyance of all of Assignor's
interests in the Transferred Assets, and shall be effective upon delivery to
Assignee.
IN WITNESS WHEREOF, Assignor has executed this Bill of Sale as of the 31st day
of October, 1995.
Pace Group International, Inc.
By: /s/ Edwin T. Cornelius, Jr.
-----------------------------
STOCK TRANSFER AGREEMENT
Agreement made as of the 1st day of November, 1995, between Edwin T.
Cornelius, Jr. ("Transferee") and Pace Group International, Inc., an Oregon
corporation ("Transferor").
RECITALS
A. Transferor is the owner of all of the outstanding capital stock (the
"Stock") of Pace International Research, Inc., an Oregon corporation ("PIR").
B. Transferee wishes to acquire the Stock from Transferor, and in
exchange therefor is willing to give to Transferor the personal guarantee and
other assurances forth herein.
NOW, THEREFORE, it is agreed as follows:
1. Transfer of Stock
-----------------
1.1 Transferor hereby agrees to transfer and convey to Transferee all of
Transferor's interests in and to the Stock. As evidence of such transfer,
Transferor will execute and deliver to Transferee certificates for the Stock
duly endorsed by Transferor and/or such other transfer documents, as Transferee
may from time to time reasonably request.
1.2 Transferor hereby represents and warrants to Transferee that
Transferor is the lawful owner of the Stock free and clear of all claims,
encumbrances and interests of third parties.
1.3 For purpose hereof, transfer of the Stock to Transferee will be deemed
to be effective as of 12:01 a.m., local time, on November 1,1995 (the "Transfer
Date"). Transferee will bear all risk of loss, damage or other diminution in
value to the Stock occurring after the Transfer Date.
2. Consideration
-------------
2.1 As partial consideration for the Stock, Transferee agrees to execute
and deliver to Transferor the Guarantee attached hereto as Exhibit "A".
2.2 As additional consideration for the Stock, Transferee hereby agrees
to release and discharge Transferor from all liabilities and obligations due
from Transferor to Transferee for any matter occurring prior to the Transfer
Date (the "Released Obligations"), excluding only those matters covered by
Section 3 below. Without limiting the foregoing, the term "Released
Obligations" includes any and all claims that Transferee may have for any cash
advanced or property contributed by Transferee to Transferor or any work
performed by Transferee for Transferor.
2.3 It is expressly understood and agreed that nothing in this Agreement
or in the transfer of Stock to Transferee shall be deemed to constitute payment
or satisfaction of the Released Obligations. Such Obligations shall continue in
existence as obligations of ("PIR").
3. Indemnification
---------------
3.1 As consideration for the obligations assumed by Transferee under
Section 2 above and other benefits conferred on Transferor by Transferee in the
past, Transferor hereby agrees to indemnify and hold Transferee, his agents,
successors and family members (the "Indemnified Parties") harmless from any and
all claims, debts, obligations, causes of action, causes of suit, damages,
awards and other liabilities (the "Claims") by third parties arising out of or
in any way related to the transfer of the Stock to Transferee or any of the
other transactions authorized by Transferor's shareholders on September 20,
1995. Transferor further releases, discharges and forgives the Indemnified
Parties from all Claims that Transferor may have or could assert against the
Indemnified Parties, or any of them, for any of the foregoing matters.
3.2 Transferor further agrees to reimburse Transferee and the Indemnified
Parties for any costs and expenses, including reasonable attorney fees, that
any of them may incur in defending against or responding to any matter covered
by Subsection 3.1.
3.3 The provisions of this Section 3 shall not apply to any Claim brought
against Transferee for any breach of any obligation assumed by Transferee under
Section 2 of this Agreement.
4. Other Matters
-------------
4.1 The parties agree to cooperate fully and in good faith with each
other to accomplish the matters contemplated by this Agreement.
4.2 Without limiting the foregoing, each party agrees to execute any and
all documents, and to take all other actions and measures, as may be reasonably
needed in order to accomplish the matters set out herein.
5. General Provisions
------------------
5.1 This Agreement shall be construed and enforced in accordance with the
laws of the State of Oregon without regard to its rules on conflict of laws.
Venue for any action, suite or other proceedings under this Agreement shall be
in Multnomah County, Oregon.
5.2 The terms of this Agreement shall be binding upon and inure to the
benefit of, and be enforceable by, the representatives, successors and assigns
of the parties.
5.3 All waivers must be in writing and signed by the party to be charged
thereby. Failure by a party to require performance by the other of any
provision of this Agreement shall not affect the right of such party to enforce
the same, nor shall any waiver of a breach be deemed a waiver of any other
breach.
5.4 In any suit, action or arbitration, or appeal therefrom, arising out
of or related to this Agreement, the prevailing party shall be entitled to
receive from the other party such reasonable attorney fees as may be awarded by
the court or arbiter (s). If any sum due hereunder is placed in the hands of an
attorney or other agent for collection, the collecting party shall be entitled
to recover its reasonable expenses incurred therein regardless of whether any
action or suit is filed.
5.5 This Agreement contains the entire agreement of the parties as to the
subject matter hereof, and it supersedes and replaces all prior agreements
between the parties or their representatives. This Agreement may not be altered
or amended except by a written instrument signed by the party to be charged
thereby.
5.6 As used, herein, the singular shall include the plural, the plural
the singular, and the masculine shall include the feminine and the neuter, and
vice versa, as the context requires. All captions used herein are intended
solely for convenience of reference, and shall in no way limit any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year given above.
Transferee: Pace Group International, Inc.
/s/ Edwin T. Cornelius, Jr. /s/ Edwin T. Cornelius, Jr.
- ---------------------------- -----------------------------
Edwin T. Cornelius, Jr., Edwin T. Cornelius Jr., President
GUARANTEE
EDWIN T. CORNELIUS, JR. (hereinafter called "Guarantor") hereby
unconditionally guarantees to PACE GROUP INTERNATIONAL, INC., an Oregon
corporation ("Transferor"), its successors and assigns (hereinafter collectively
called "Payee"), the complete satisfaction and performance by PACE INTERNATIONAL
RESEARCH, INC., an Oregon corporation (hereinafter called "Obligor"), of all
obligations due from Obligor to Transferor, including those due by reason of
acceleration or extension of time, pursuant to a certain Asset Transfer
Agreement of even date herewith between Obligor and Transferor or any other
agreement or document described therein (all of which are hereinafter
individually and collectively referred to as the "Agreements").
1. This guarantee extends to any and all advances, debts, obligations and
liabilities of Obligor to Transferor under the Agreements, regardless of the
nature thereof, whether primary, secondary or contingent, liquidated or
unliquidated, determined or undetermined, and whether recovery thereon is or may
become barred by any statute of limitations or is or may become otherwise
unenforceable. The liability of Guarantor shall be primary, open and continuous
until the performance and satisfaction of all of the obligations guaranteed
hereby. No payment made by any person on any such obligation shall discharge or
diminish in any way Guarantor's liability for any remaining obligation.
2. Guarantor authorizes Payee to deal with Obligor and its sureties,
endorsers and other guarantors, and with any collateral given to secure the
Agreements, in any manner in which Payee sees fit without obtaining any further
consent or authorization from Guarantor and without affecting Guarantor's
liability hereunder. Except to the extent that notice to Guarantor is provided
for in the Agreements, Guarantor hereby expressly waives all rights to receive
demand, presentment, dishonor, notice of dishonor, protest, notice of protest,
or notice of any kind.
3. Upon any default by Obligor on any obligation, Payee may at Payee's
option, at any time thereafter, demand and be entitled to payment from Guarantor
of the full amount of all sums due from Obligor to Payee, and Payee may proceed
directly against Guarantor to collect such amount without first proceeding
against Obligor, or any other surety, endorser or guarantor and without
foreclosing upon or selling or otherwise disposing of any collateral.
4. The provisions of this Guarantee may not be waived or modified except
in writing signed by Payee.
5. In any suit or action to enforce the terms of this Guarantee, or any
appeal thereof, the prevailing party shall be entitled to recover all
reasonable attorney fees and other costs incurred such party in connection
therewith as may be awarded by the court. If any sum due hereunder is placed in
the hands of an attorney or other agent for collection, the collecting party
shall be entitled to recover its reasonable expenses incurred therein
regardless of whether any action or suit is filed.
6. This Guarantee is assignable by Payee and shall inure to the benefit
of and be enforceable by any assignee, transferee, or successor of Payee. This
Guarantee and the provisions hereof shall be binding upon the heirs, successors
and assigns of Guarantor, but no transfer or assignment shall relieve Guarantor
of his liability hereunder
DATED as of the 1st day of November, 1995.
Guarantor
/s/ Edwin T. Cornelius, Jr.
-----------------------------------
