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): January 14, 2000
ADEN ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
California 00-18140 87-0447215
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation or
organization)
13314 "I" Street, Omaha, Nebraska 68137
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(402) 334-5556
<PAGE>
Item 5. Other Events
The Registrant entered into a Securities Loan Agreement (the "Agreement"),
dated as of January 14, 2000, with Michael S. Luther and Daniel A. Koch
(collectively, the "Lenders"). The Agreement memorialized the parties'
understanding regarding the loan to the Registrant of in the aggregate
51,804,464 shares of the Registrant's common stock held by the Lenders (the
"Shares"). The Agreement permitted the Registrant to cause the certificates
representing the Shares to be cancelled on the Registrant's stock register and
to issue new certificates representing the Shares to such persons as the
Registrant has designated or may from time to time designate. The holders of
such certificates shall be entitled to vote the Shares to the full extent
permitted by law.
The Agreement further provided that the Registrant shall use its best
efforts to cause its articles of incorporation to amended to increase the number
of authorized shares. When and if such amendment is effected in accordance with
the California General Corporation Law, the Registrant is obligated to issue to
the Lenders new certificates representing their respective Shares. Except for
this obligation to issue new certificates, neither of the Lenders received (or
are entitled to receive) any fee or other compensation in connection with the
transactions contemplated in the Agreement. Each of the Lenders shall be
responsible for paying any taxes attendant with such transactions and shall be
responsible for filing at their own expense all reports required to be filed by
them under the Securities Exchange Act of 1934, as amended.
SIGNATURE
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.
ADEN ENTERPRISES, INC.
By: /s/ Michael S. Luther
---------------------
Michael S. Luther
Chief Executive Officer
and Chairman of the Board of Directors
Date: January 14, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.1 Securities Loan Agreement, dated as of January 14, 2000, by and among
Registrant, Michael S. Luther and Daniel A. Koch
Exhibit 99.1
SECURITIES LOAN AGREEMENT
THIS SECURITIES LOAN AGREEMENT (this "Agreement") is made and entered into
as of the 14th day of January 2000, by and among Aden Enterprises, Inc., a
California corporation (the "Company") and Michael S. Luther and Daniel A. Koch
(collectively referred to herein as the "Lenders").
WHEREAS, the Company is authorized to issue 100,000,000 shares of common
stock;
WHEREAS, the Company desired to issue additional shares of common stock
for the purpose of financing the Company's operations, but the financial
condition of the Company precluded seeking the amendment to the Company's
articles of incorporation owing to the delays attendant with the proxy
solicitation rules applicable to the Company in time to meet the Company's
financial needs;
WHEREAS, the Lenders are (and were) holders of shares of common stock
issued by the Company;
WHEREAS, the Company borrowed, and the Lenders lent to the Company, shares
of common stock as set forth at Exhibit "A" hereto (the "Loaned Shares"); and,
WHEREAS, the parties wish to memorialize their understanding regarding the
foregoing transaction.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties agree as follows:
1. Each of the Lenders has loaned to the Company their respective Loaned
Shares. To this end, the Lenders have delivered to the Company or its
transfer agent the certificates representing the Loaned Shares (the
"Certificates"), receipt of which is hereby acknowledged.
2. The Company caused the Certificates to be cancelled on the Company's stock
register. The Company has authorized, and may continue to authorize, the
issuance of new certificates encompassing the Loaned Shares to such
persons as the Company has designated or may from time to time designate.
The holders of such new certificates shall be entitled to vote the Loaned
Shares represented thereby to the full extent permitted by law.
3. The Company shall use its best efforts to cause its articles of
incorporation to be amended to increase the number of authorized shares.
When and if such amendment is effected in accordance with the California
General Corporation Law, the Company shall issue to the Lenders new
certificates representing their respective Loaned Shares.
<PAGE>
4. Except as set forth in paragraph 3 hereof, neither of the Lenders shall
receive any fee or other compensation in connection with the transactions
contemplated herein. Each of the Lenders shall be responsible for paying
any taxes attendant with such transactions. Each of the Lenders shall
further be responsible for filing at their own expense all reports
required to be filed by them by the rules under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including, but not limited
to, any reports under Form 4 and Schedule 13D.
5. In the event a court or administrative agency of competent jurisdiction
shall determine that the transactions contemplated herein violate any law
(including, but not limited to, Section 5 of the Securities Act of 1933,
as amended, Sections 10, 13 and 14 of the Exchange Act, and rules
thereunder), such transactions shall be void. In such event, the parties
shall take all action necessary or expedient to rescind the transactions
contemplated herein.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, the parties execute this Agreement as of the day and
year first above written.
COMPANY: LENDERS:
ADEN ENTERPRISES, INC.
By: /s/ Michael S. Luther /s/ Michael S. Luther
MICHAEL S. LUTHER
/s/ Daniel A. Koch
DANIEL A. KOCH
<PAGE>
Exhibit "A"
LOANED SHARES
<TABLE>
<CAPTION>
Name of Holder Date of Loan No. of Shares
- -------------- --------------------------
<S> <C> <C>
Michael S. Luther 6/3/99 2,995,002
6/16/99 700,000
6/24/99 4,340,000
8/2/99 1,330,000
9/8/99 4,963,274
10/6/99 9,110,000
12/15/99 15,000,000
Subtotal 38,438,276
Daniel A. Koch 10/6/99 13,366,188
Total 51,804,464
</TABLE>
