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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) June 14, 1996
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ATC CAPITAL GROUP LTD.
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(Exact Name of Registrant as Specified in Charter)
Delaware 33-8356-NY 13-3356966
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(State or Other (Commission (IRS Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
245 Park Avenue, 40th Fl., New York, NY 10167
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 692-1852
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 14, 1996, Registrant acquired all of the issued and
outstanding capital stock (the "NetSafe Shares") of NetSafe, Inc., a Delaware
corporation ("NetSafe"), from Registrant's controlling shareholder,
International Finance Asia Limited ("IFAL"), a British Virgin Islands
corporation, in exchange for 6,362,500 of Registrant's authorized but unissued
shares of common stock, par value $.0002 per share (the "Common Stock").
Simultaneously, Registrant also acquired all of the issued and outstanding
capital stock (the "Larisa Shares") of Larisa Trading Pte Limited, a corporation
formed under the laws of Singapore ("Larisa"), from IFAL in exchange for an
additional 6,362,500 of Registrant's authorized but unissued shares of Common
Stock. As a result of the foregoing, the number of shares of Common Stock owned
by IFAL increased to 15,100,000, representing approximately 94% of the total
number of issued and outstanding shares of Common Stock.
Both NetSafe and Larisa were recently incorporated and neither
has conducted any business or has any assets other than a license (each, a
"License") from IFAL to use and commercially exploit throughout the United
States and its possessions in the case of NetSafe and throughout the rest of the
world in the case of Larisa, certain technology developed by IFAL, primarily
computer software and other intellectual property rights, relating to the
establishment of a secure automated financial exchange on open networks,
including the Internet. Each License is perpetual and provides for the payment
to IFAL of a royalty equal to one percent (1%) of the gross revenue received by
NetSafe and Larisa from the use, distribution, sublicense or other commercial
exploitation of the licensed technology up to a maximum of $500,000 per License.
As there has been no external market for the NetSafe Shares,
the Larisa Shares or the License owned by each of NetSafe and Larisa, the
consideration paid by Registrant for the NetSafe Shares and the Larisa Shares
was arbitrarily determined by its Board of Directors taking into account, among
other factors, the recent bid, asked and sale prices of the Common Stock, the
historically low trading volume of the Common Stock, the large number of shares
to be issued, that such shares are subject to both significant, contractual and
statutory transfer restrictions, Registrant's lack of any business operations or
assets and the unproven value of each License as well as the potential
significant value thereof because of the current high interest in the Internet.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Business Acquired.
None required.
(b) Pro Forma Financial Information
None required.
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(c) Exhibits.
(c)(1) - Stock Purchase Agreement, dated June 14,
1996, between International Finance Asia
Limited and ATC Capital Group, Ltd.*
(c)(1) - Stock Purchase Agreement, dated June 14,
1996, between International Finance Asia
Limited and ATC Capital Group, Ltd.*
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* The Registrant shall furnish all omitted schedules and exhibits to the
Stock Purchase Agreements described above upon request of the
Securities and Exchange Commission.
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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.
ATC CAPITAL GROUP LTD.
By:/s/Dennis Charter
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Dennis Charter,
Chairman
Date: June 14, 1996
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