FORM 8-K
Securities and Exchange Commission
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 12, 1998
BAYWOOD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-10236 77-0125664
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(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation Number)
14950 North 83rd Place, Suite 1, Scottsdale, Arizona 85260
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (602) 951-3956
Total number of pages: 3
Page 1 of 3
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Item 1. Changes in Control of Registrant.
As previously disclosed under Item 11 - "Changes in Control" of the
Company's Annual Reports on Form 10-KSB for the fiscal years ended December 31,
1997 and 1996, on April 11, 1997, the Company issued 1,466,147 shares of Common
Stock and 800,000 shares of Class "B" Preferred Stock to Linda Lee, a citizen of
Hong Kong, China, in a private placement in exchange for $800,000 cash. Hong
Kong investor Francis Choi, or Choi Chee Ming is a relative of Ms. Lee and the
beneficial owner of the 1,466,147 shares of Common Stock and the 800,000 shares
of Preferred Stock.
The original 800,000 shares of Class "B" Preferred Stock were
redeemable for cash or convertible to shares of Common Stock on May 8, 1997. On
May 5, 1997, the Company reached an agreement with Ms. Lee to exchange her
800,000 shares of Class "B" Preferred Stock for 800,000 shares of Class "C"
Preferred Stock which would no longer be redeemable for cash and which would not
be convertible to Common Stock until one year later, or May 8, 1998. In
consideration for this transaction, the Company agreed to issue Ms. Lee 120,000
additional shares of Class "C" Preferred Stock, with the same conversion
privileges, as a Preferred Stock dividend. The 920,000 Class "C" Shares are
convertible into that number of shares which results from $920,000 divided by
the average price of the Company's shares of Common Stock for the three months
prior to May 8, 1998, as set forth in paragraphs 1(a) and 1(b)(i) of the
"Certificate Describing Rights and Restrictions of Class "C" Preferred Shares"
filed with the Secretary of State of Nevada and included at Exhibit 4.5 to the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1997.
On May 12, 1998, Mr. Choi, as beneficial owner of the shares held in
the name of Ms. Lee, confirmed to the Company his intention to convert the
920,000 shares of Class "C" Preferred Stock to shares of Common Stock and
thereafter tendered the certificates for conversion. According to the conversion
rights of the Class "C" Preferred Shares, and based upon an average share price
of $0.126 per share of the Company's Common Stock prior to May 8, 1998, Mr. Choi
will receive 7,301,587 shares of Common Stock upon conversion. The shares will
bear a restrictive legend that states that the shares are subject to resale
restrictions and may be resold only pursuant to a registration statement or in
reliance upon a valid exemption from registration. After the conversion, Mr.
Choi will beneficially own 8,767,737 or 35.21% of the Company's resultant
24,899,702 issued and outstanding shares of Common Stock.
The Company knows of no arrangements or understandings between Mr. Choi
and Ms. Lee with respect to election of directors. No special arrangements exist
between the Company or its Management and Mr. Choi or Ms. Lee with respect to
election of directors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BAYWOOD INTERNATIONAL, INC.
Date: May 27, 1998 By: /s/ Neil T. Reithinger
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Neil T. Reithinger, President and
Chief Executive Officer
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