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) March 15,
1999
FORME CAPITAL, INC. ____
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-19435 75-2233445
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
2415 Midway Suite 115, Carrollton, Texas 75006
(Address of Principal Executive Offices)
Registrant's telephone number,including area code: (972) 818-3443
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ITEM 2. Acquisition or Disposition of Assets
On March 15, 1999, Forme Capital, Inc,. entered into an agreement
whereby it purchased $258,000 worth of artwork from Abuja
Consultancy, Ltd. paying for such purchase by the issuance of
258,000 Preferred Shares, Series F of Forme Capital. Such
restricted shares are non-convertible, non-assessable, non-voting
and bear a yield of 5% per annum. The value of the artwork was
determined by a Certified member of the International Society of
Appraisers.
ITEM 7. Exhibits
(10) Material Contracts
a) Purchase Agreement between Forme Capital,
Inc., and Abuja Consultancy, Ltd.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
FORME CAPITAL, INC.
By:/s/ Daniel Wettreich
Daniel Wettreich
President
Dated: March 16, 1999
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EXHIBIT
Purchase Agreement between Forme Capital, Inc. and Abuja
Consultancy, Ltd.
<PAGE>
PURCHASE AGREEMENT
This Agreement is entered into this _ day of ___________, 1999 by
and between Forme Capital, Inc. a Delaware corporation located at
2415 Midway, Suite 115, Carrollton, Texas 75006 (hereinafter
"Forme" or the "Company") and Abuja Consultancy Ltd. located at
Oceanic House, P.O. Box 107, Duke Street, Grand Turk, Turks &
Caicos Islands , a Turks and Caicos corporation (hereinafter
"Abuja") for the purposes set out below:
Forme is interested in acquiring additional artwork , more
specifically described in Exhibit A (hereinafter "Artwork");
Abuja has artwork it is interested in selling on the terms
and at the price set out below:
NOW THEREFORE, all premises considered the parties agree as
follows:
I. CONSIDERATION
1.1 Forme agrees to transfer to Abuja US$258,000 payable as
set out below for purchase of the Artwork.
1.2 Abuja agrees to execute a Bill of Sale for the transfer of
all rights to the Artwork to Forme;
II. APPRAISAL
2.1 Abuja has provided Forme with an appraisal prepared by a
Certified member of the International Society of Appraisers in
the total amount of US$258,000, said appraisals hereby
incorporated by reference into Agreement for all purposes;
2.2 Forme agrees to the value as set out by the independent
appraiser and as provided in their report.
III. PAYMENT
3.1 Forme will pay the US$ 258,000 as follows:
a. the issuance of 258,000 Preferred Shares, Series F, said
shares having a yield of 5 %, being non-convertible, non-
assessable, non-voting and restricted in their transferability
under the Securities Laws of the United States;
b. said shares shall have a preference over all Forme common
and shall rank equal with all outstanding Forme preferred shares
in the event of liquidation or like event.
IV. ABUJA REPRESENTATIONS
4.1 Abuja understands, represents and warrants as follows:
a. that an investment in the Company is not liquid, not
easily transferable or disposed of, and Abuja acknowledges that
Abuja has no need for liquidity in this investment;
b. that the Company, has made all documents pertaining to
this investment available to Abuja and, if Abuja so requested
to Abuja 's attorney, accountant and/or investment
representative(s). Abuja acknowledges that all information made
available to Abuja in connection with Abuja''s analysis and
purchase of the Shares is, and shall remain, confidential in all
respects and may not be reproduced, distributed or used for any
other purpose without the prior written consent of the Company
(except for any publicly filed documents);
c. that it has had access to the extent it deems necessary
to the books and records of the Company sufficient to permit it
to evaluate the business of the Company and thereby evaluate the
merits and risks associated with the purchase of the Company's
Shares herein described;
d. that it has had the opportunity to ask questions of, and
receive written answers from, the Company concerning the terms
and conditions of the offering and to obtain such information, to
the extent the Company possesses the same or could acquire it
without unreasonable effort or expense, as Abuja deemed
necessary to verify the accuracy of the information referred to
hereinabove;
e. that the Artwork is free from any incumbrances and is
owned solely by Abuja;
f. that it has full right, title and authority to transfer
the Artwork to Forme;
g. that it is acquiring unregistered Shares of the Company
and will only resell said Shares in full compliance with the
United States securities laws;
h. that there are substantial restrictions on the
transferability of the Shares since they are unregistered in the
United States. There will be no public market in the United
States for Shares, and, accordingly, Abuja will need to bear the
economic risk of Abuja''s investment for an indefinite period of
time and will not be readily able to liquidate this investment in
case of an emergency. These shares will be issued pursuant to
Regulation D and therefore any transfer of these shares must be
pursuant to Regulation D. The ultimate sale or transfer of any
of the Shares must occur in a transaction which (i) complies with
the terms of the Agreement, (ii) is exempt and in compliance with
applicable laws, and (iii) complies with Regulation D;
i. that the representations, warranties and covenants
contained herein shall be binding upon Abuja as well as upon its
heirs, legal representatives, successors and assigns;
j. that the securities of Company contain a legend which
states that any transfer of the shares represented by such
certificate is prohibited except in accordance with the
provisions of Regulation D;
and
k. that the Shares will be acquired for its own account
for investment, and not with a view towards the resale or
distribution thereof, and it does not now have any reason to
anticipate any change in its circumstances or other development
which would cause it to sell its Shares.
V. FORME'S REPRESENTATIONS AND WARRANTIES
5. Forme hereby represents, and warrants as follows:
a. that it is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and
has all requisite corporate power and authority to own and
operate its properties and assets and to carry on its business as
currently conducted. The Company is not default or violation of
any material terms or provision of its Certificate of
Incorporation, as amended, or By-Laws nor will the consummation
of the transaction contemplated by this Agreement cause any such
default or violation. The Corporation has all requisite
corporate power and authority to enter into this Agreement to
issue the Preferred Shares hereunder and to carry out and perform
its obligations under the terms of this Agreement;
b. that this Agreement is a valid and binding obligation of the
Corporation, enforceable in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws effecting the
rights of creditors generally and available equitable remedies;
c. that the execution and delivery of this Agreement and the
consummation of the issuance of the Shares, and the consummation
of the transactions contemplated by this Agreement by the Company
do not and will not conflict with or result in a breach by the
Company of any of the terms or provisions of, or constitute a
default under, the Certificate of Incorporation or by-laws of the
Company, or any material indenture, mortgage, deed of trust, or
other material agreement or instrument to which the Company is a
party or by which it or any of its properties or assets are bound
or any existing applicable U.S. law, rule or regulation or any
applicable decrees, judgment or order of any U.S. court, federal
or state regulatory body, administrative agency or other U.S.
governmental body having jurisdiction over the Company or any of
its properties or assets, the conflict, breach, violation or
default of or under which would have a material adverse effect on
the Company's business or financial condition;
VI. CLOSING
6.1 At closing Abuja agrees to provide a Bill of Sale and any
other indications of ownership so that Forme may obtain physical
possession of the Artwork;
6.2 Forme agrees to provide the 258,000 Preferred Shares, Series
F registered in the name of Abuja Consultancy, Ltd.;
6.3 Closing shall take place on _____________, 1999 at the
offices of Forme or such other time and place as both parties
shall agree.
VII. MISCELLANEOUS
7.1 Each of Abuja and the Company agrees to indemnify the
other and to hold the other harmless from and against any and all
losses, damages, liabilities, costs and expenses (including
reasonable attorney's fees) which the other may sustain or incur
in connection with the breach by the indemnifying party of any
representation, warranty or covenant made by it in this
Agreement.
7.2 Except as expressly provided herein, this Agreement and the
exhibits attached hereto contains the entire agreement between
the parties with respect to the transactions contemplated
hereunder and may be amended only by a writing executed by all of
the parties hereto. This Agreement supersedes all prior
arrangements or understandings with respect thereto, whether
verbal or written. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties and
their respective successors, heirs and assigns.
7.3 All notices or other communications to be given or made
hereunder must be in writing and will be delivered personally,
sent via internationally recognized courier company, or mailed,
by registered or certified mail, return receipt requested,
postage prepaid, to the undersigned, at the address set forth at
the beginning of this Agreement.
7.4 Arbitration. Any controversy or claim arising out of or
relating to this Agreement or any alleged breach thereof shall be
settled by binding arbitration in the Law of Texas and judgment
upon the award rendered by the arbitrator shall be final and may
be entered into any court having jurisdiction in the Law of Texas
(Notwithstanding the foregoing, nothing in this Agreement shall
be interpreted to bar any party hereto from seeking injunctive
relief with respect to any controversy or claim arising out of or
relating to this Agreement.) The party desiring arbitration
shall serve notice upon the other party, together with
designation of the first party's representative. If the person
designated by the first party is acceptable to the second party
as an arbitrator, the second party shall so notify the first
party within ten days and such representative shall serve as the
sole arbitrator; if not acceptable, the second party shall
designate his or its own representative in a notice to the first
party within the same 10-day period. The two representative so
named, if such is the case, shall within 10 days thereafter
appoint an arbitrator, and the arbitrator shall then proceed
forthwith to hear and unilaterally determine the matter. If
either party fails, within the time allowed therefor, to appoint
its representative, the representative named by the other party
shall act as the sole arbitrator and unilaterally decide the
matter. If the two representatives are unable to agree upon an
arbitrator within 10 days allowed therefor, either party may at
any time apply to the presiding Judge of any court of competent
jurisdiction for the appointment of an arbitrator, and the
arbitrator shall proceed forthwith to hear and unilaterally
determine the matter. The arbitrator selected shall comply with
the rules of the American Arbitration Association as then in
effect. In no event shall the demand for arbitration be made
after the date when institution of legal or equitable proceedings
based on such claim, dispute or other matter in question would be
barred by the applicable statute of limitation. This agreement
to arbitrate shall be specifically enforceable under the
prevailing arbitration law in Texas.
7.5 Jurisdiction and venue over any disputes shall be in the
County of Dallas, State of Texas. All disputes shall be settled
pursuant to the laws of the State of Texas notwithstanding
principles of conflicts.
IN WITNESS WHEREOF,
FORME CAPITAL, INC.
By:______________________
Daniel Wettreich
Abuja Consultancy, Ltd.
By: Homeric (TCI), Inc., Its
Secretary
By:_____________________
Its.______________________
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EXHIBIT A
Description of the Artwork
10 Paintings as more fully described in the attached 10
appraisals incorporated by reference into this Agreement for all
purposes.
<PAGE>
EXHIBIT B
BILL OF SALE
This Bill of Sale is entered into by and between Forme Capital,
Inc., located at 2415 Midway Suite 115, Carrollton, Texas 75006
and Abuja Consultancy Ltd. located at Oceanic House, P.O. box
107, Duke Street, Grand Turk, Turks & Caicos Islands.
For the payment by Forme Capital of $10.00 and other good and
valuable consideration, which payment Abuja Consultancy hereby
acknowledges, Abuja Consultancy Ltd. hereby transfers all right,
title and interest to Forme Capital, Inc. in the following
property:
10 Paintings as more fully described in the attached 10
appraisals incorporated by reference into this Agreement for all
purposes.
Dated: Abuja Consultancy, Ltd.
By: Homeric,(TCI) Inc.,
Its: Corporate Secretary
By:______________
Its:______________
