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) : April 20, 1999
NORTON MOTORCYCLES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-8819-D 84-1036901
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14252 23rd Avenue North, Plymouth, MN 55447-4910
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 694-9880.
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Hallmark Properties, Inc. located at 7810 W. 70th Drive, Arvada, CO 80004
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(Former name or former address, if changed since last report.)
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Item 1
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Changes in Control of Registrant.
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The Registrant, Norton Motorcycles, Inc. f/k/a Hallmark Properties, Inc.
("Norton"), was originally organized in August of 1986 for the purpose of
evaluating and seeking merger candidates and other business opportunities.
After several uncompleted transactions, Norton has now pursued a transaction
with Norton Acquisition Corporation, a Minnesota corporation, which has
resulted in a change of control.
Specifically, on April 20, 1999 the board of directors of Norton
authorized the issuance of 252,000,000 restricted common shares to Norton
Acquisition Corporation, a Minnesota corporation ("NAC") in exchange for all of
the assets of NAC. NAC had recently acquired the assets of Norton Motors
International Inc., a Minnesota corporation ("NMI") in exchange for all of its
outstanding shares. NMI was engaged in the design and development of a line of
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high performance, premium motorcycles. The issuance of these shares to NAC did
not involve a public offering and was made by Norton in reliance upon the
exemption found under Section 4(2) of the 1933 Act.
As a result of the aforementioned issuance of shares, NAC owned
approximately 252,000,000 out of the 295,393,333 currently issued and
outstanding shares of Norton (about 85%). As a result of the one (1) share for
forty-two (42) share reverse split effective April 30, 1999 (discussed below),
NAC owns 6,000,000 out of the approximately 7,000,000 post split outstanding
shares of Norton. NMI owns 100% of the issued and outstanding shares of NAC. No
loans were made for the purposes of acquiring the aforementioned shares of
Norton resulting in a controlling interest therein.
NAC entered into a voting agreement with NMI to vote all of NAC's shares
in Norton for the following resolutions that were adopted by Norton on April
30, 1999:
1. The number of directors was increased to four and the following
individuals were elected to the Board of Directors of Norton
effective May 1, 1999, until the next annual meeting or until
their successors are elected or shall qualify:
a. Roberto Aquillini
b. Myron Calof
c. Mark Osterberg
It is also anticipated that John Tastad will join the Board within the
next 60 days.
2. Norton changed its name from Hallmark Properties, Inc., to Norton
Motorcycles, Inc.
3. The number of shares of Common Stock issued as of the date of the
shareholder meeting has been reverse split on the basis of one (1)
share for each forty-two (42) shares outstanding and new certificates
will be issued to shareholders, for the number of shares resulting
from such reverse split rounded to the nearest full share, upon said
shareholder's surrender of their old share certificate.
Item 2
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Acquisition or Disposition of Assets.
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As referenced in Norton's response to Item 1 above, Norton has acquired a
significant amount of assets other than in the ordinary course of its business.
Specifically, pursuant to a purchase agreement between Norton and NAC,
effective April 20, 1999, Norton acquired the assets of NAC in exchange for the
issuance to NAC of 252,000,000 restricted common shares. Additional
consideration for the transfer of assets included the assumption by Norton of
approximately $500,000 of trade account payables, the assumption of $650,000 of
secured debt and the payment of $25,000. The assets acquired by Norton
consisted of the assets NAC had recently acquired from NMI. These assets were
those used by NMI in the design and development of a line of high performance,
premium motorcycles and include all of its trademarks, an assembly plant in
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Shenstone, England and all motorcycle designs and prototypes. With the
acquisition of the NAC assets, Norton changed its name from Hallmark
Properties, Inc. to Norton Motorcycles, Inc. and plans to market a line of
motorcycles throughout the world under its "Norton" brand name.
As a result of the aforementioned sale of assets and reverse split, NAC
currently owns 6,000,000 out of the approximately 7,000,000 currently issued
and outstanding shares of Norton (about 85%). Further, NMI owns all of the
outstanding shares of NAC. The consideration for the assets was deemed fair
and adequate by the board of directors of Norton, NAC and NMI. No loans were
made for the purposes of acquiring the aforementioned shares of Norton
resulting in a controlling interest therein.
NAC has entered into a shareholder voting agreement with NMI to vote all
of NAC's shares in Norton to elect Roberto Aquillini, Myron Calof, Mark
Osterberg and John Tastad to the board of directors of Norton. Myron Calof was
a former director and former chief executive officer of NMI and will serve as
Norton's executive vice-president. Mark Osterberg was the former chief
financial officer of NMI and will serve as Norton's new CEO and CFO.
Item 5
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Other Events.
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(a) At its April 30, 1999 annual meeting, a majority of the shareholders of
Norton approved the following corporate resolutions:
1. The number of directors was increased to four and the following
individuals were elected to the Board of Directors of the
Corporation effective May 1, 1999, until the next annual meeting
or until their successors are elected or shall qualify:
a. Roberto Aquillini
b. Myron Calof
c. Mark Osterberg
It is also anticipated that John Tastad will join the Board
within the next 60 days.
2. Norton changed its name from Hallmark Properties, Inc., to Norton
Motorcycles, Inc.
3. The number of shares of Common Stock issued as of the date of the
shareholder meeting has been reverse split on the basis of one (1)
share for each forty-two (42) shares outstanding and new
certificates will be issued to shareholders, for the number of
shares resulting from such reverse split rounded to the nearest
full share, upon said shareholder's surrender of their old share
certificate.
(b) By unanimous written action of its board of directors, Norton approved
an employee benefit plan that includes the disposition of five year
options to purchase 830,000 additional common shares of stock of Norton.
Each option is to vest immediately in the event of termination of a
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participant by Norton without cause. Such options will also fully vest in
the event of a change of control of Norton (other than one caused by
dissolution of NMI) and in the event of the death or disability of the plan
participant. Norton will register the employee benefit plan and the
securities issued thereunder on Form 8.
Mark Osterberg (CFO, CEO); Myron Calof (Executive Vice-president);
Minneapple Capital (Investment Consultants); Roberto Aquilini (board
member); and, John Tastad (board member) will receive options under the
initial plan. Norton's board intends on granting additional options to
new senior management members as part of its employee benefit plan.
(c) Norton is changing its trading symbol to NRTN and is endeavoring to
register as a foreign corporation in Minnesota with offices located at
14252 23rd Avenue North, Plymouth, MN 55447-4910; phone (612) 694-9880.
(d) Genesis Capital Group, Inc., a Minnesota corporation ("Genesis") has
agreed to loan $1,000,000 to Norton pursuant to an agreement that allows
Norton to convert all amounts loaned by Genesis into restricted common
shares of Norton at $4.00 per share. As of the date of this filing,
Genesis has loaned $500,000 of the agreed $1,000,000 to Norton. Norton
has elected to convert this debt into restricted common shares. Genesis,
and its president, John Lai, were also involved in negotiating the sale
of NMI's assets to NAC and the acquisition of Norton by NAC. Genesis owns
less than 5% of the shares of Norton.
(e) As a development stage enterprise, Norton currently has no significant
revenue base and is actively seeking additional investment funding to
support its motorcycle development program. The development of the initial
product line is expected to continue into the year 2000. Norton will be
unable to continue as a going concern in the event that it is unable to
obtain sufficient additional funds to complete its motorcycle development
program and to commence profitable revenue operations. While development
is not complete and there are significant uncertainties associated with
developing new high performance motorcycles, the management of Norton
believes that the motorcycle product line being developed will have
substantial market potential.
Item 7
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Financial Statements and Exhibits.
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(a) It is impractical for Norton to provide the required financial statements
at the time this Form 8-K is required to be filed. Accordingly, Norton
will file the required financial statements no later than 60 days after
the date of this filing.
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Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
NORTON MOTORCYCLES, INC.
Date: May 04, 1999
------------ By: /s/ Mark Osterberg
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Mark Osterberg, CEO
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