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 10, 2000
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.)
6959 Arapaho, Suite 122, Dallas, Texas 75248
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:(972) 386-8907
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ITEM 2. Acquisition or Disposition of Assets
Following Management's decision that due to the limited financial
resources of Forme it cannot effectively pursue its art business,
on April 10, 2000, Forme Capital, Inc. ("Forme") entered into an
agreement whereby it sold its artwork and associated fixtures and
equipment and all rights, title and interest to the name and
website victorian-paintings.com and the whole of the issued and
outstanding share capital of its non-trading subsidiary
victorian-paintings.com, Inc. to Forme Art Investments, Inc.
("FAI") a company affiliated with its President, Daniel
Wettreich. The consideration was $1,217,468 payable $756,585 in
cash and $460,883 by the issuance to Forme by FAI of 460,883 10%
preferred shares.
The transaction was valued at the cost of these assets to Forme,
all of which assets were acquired by Forme during the previous 18
months, such asset purchases being financed primarily by loans
from affiliates. The cash consideration received by Forme was
used to repay all outstanding indebtedness of Forme.
ITEM 7. Exhibits
(10) Material Contracts
a) Purchase Agreement between Forme Capital, Inc. and
Forme Art Investments, Inc.
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: April 10, 2000
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EXHIBIT
Purchase Agreement between Forme Capital, Inc. and Forme Art
Investments, Inc.
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PURCHASE AGREEMENT
This Agreement is entered into this 10th day of April, 2000 by
and between Forme Capital, Inc. a Delaware corporation located at
6959 Arapaho, Suite 122, Dallas, Texas (hereinafter "Forme" or
the "Company") and Forme Art Investments, Inc. 6959 Arapaho,
Suite 122, Dallas, Texas, a Texas corporation (hereinafter "FAI")
for the purposes set out below:
FAI is interested in acquiring artwork and related assets,
more specifically described in Exhibit A (hereinafter "Artwork");
FORME 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 FAI agrees to transfer to FORME $1,217,468 payable as set out
below for purchase of the Artwork.
1.2 FORME agrees to execute a Bill of Sale for the transfer of
all rights to the Artwork to FAI;
II. PAYMENT
2.1 FAI will pay the $1,217,468 as follows:
a. $756,585 in cash;
b. the issuance of 460,883 Preferred Shares, said shares
having a yield of 10%, being non-convertible, non-
assessable, non-voting and restricted in their
transferability under the Securities Laws of the United
States; and
c. said shares shall have a preference over all FAI common
and shall rank equal with all outstanding FAI preferred
shares in the event of liquidation or like event.
III. FORME REPRESENTATIONS
3.1 FORME understands, represents and warrants as follows:
a. that an investment in FAI is not liquid, not easily
transferable or disposed of, and FORME acknowledges that FORME
has no need for liquidity in this investment;
b. that FAI, has made all documents pertaining to this
investment available to FORME and, if FORME so requested to
FORME's attorney, accountant and/or investment
representative(s). FORME acknowledges that all information made
available to FORME in connection with FORME'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 FAI (except
for any publicly filed documents);
c. that it has had access to the extent it deems necessary
to the books and records of FAI sufficient to permit it to
evaluate the business of FAI and thereby evaluate the merits and
risks associated with the purchase of FAI's Shares herein
described;
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d. that it has had the opportunity to ask questions of, and
receive written answers from, FAI concerning the terms and
conditions of the offering and to obtain such information, to the
extent FAI possesses the same or could acquire it without
unreasonable effort or expense, as FORME deemed necessary to
verify the accuracy of the information referred to hereinabove;
e. that the Artwork is free from any encumbrances and is
owned solely by FORME;
f. that it has full right, title and authority to transfer
the Artwork to FAI;
g. that it is acquiring unregistered Shares of FAI 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 and there will be no public market
in the United States for Shares, and, accordingly, FORME will
need to bear the economic risk of FORME's investment for an
indefinite period of time and will not be readily able to
liquidate this investment in case of an emergency;
i. that the representations, warranties and covenants
contained herein shall be binding upon FORME as well as upon its
heirs, legal representatives, successors and assigns;
and
j. 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.
IV. FAI'S REPRESENTATIONS AND WARRANTIES
4.1 FAI 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 Texas
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. FAI 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. FAI
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
FAI, 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 FAI do not and will not conflict with or
result in a breach by FAI of any of the terms or
provisions of, or constitute a default under, the
Certificate of
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Incorporation or by-laws of FAI, or
any material indenture, mortgage, deed of trust, or other
material agreement or instrument to which FAI 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 FAI or any of its properties or
assets, the conflict, breach, violation or default of or
under which would have a material adverse effect on FAI's
business or financial condition;
V. CLOSING
5.1 At closing FORME agrees to provide a Bill of Sale and any
other indications of ownership so that FAI may obtain physical
possession of the Artwork;
5.2 FAI agrees to provide $756,585 in cash and the 460,883
Preferred Shares registered in the name of FORME;
5.3 Closing shall take place on April 10, 2000 at the offices of
FAI or such other time and place as both parties shall agree.
VI. MISCELLANEOUS
6.1 Each of FORME and FAI 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.
6.2 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.
6.3 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.
6.4 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
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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.
6.5 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.
FORME CAPITAL, INC.
By:______________________
Daniel Wettreich
FORME ART INVESTMENTS, INC.
By:______________________
Daniel Wettreich
