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 12, 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 conclusions that it is in the best
interest of Registrant to acquire for cancellation all its issued
and outstanding Preferred Shares, Forme Capital, Inc. ("Forme")
entered into an agreement with the sole Preferred stockholder,
The Wettreich Children's Trust ("WCT"), a trust affiliated with
the President whereby it has acquired 249 Preferred Shares Series
W and 258,000 Preferred Shares Series F for cancellation. The
consideration was the transfer to WCT of 566,337 10% Preferred
Shares of Forme Art Investments, Inc. and 134,000 common shares
of Wincroft, Inc.
ITEM 7. Exhibits
(10) Material Contracts
a) Purchase Agreement between Forme Capital, Inc. and
Wettreich Children's Trust.
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 12, 2000
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EXHIBIT
Purchase Agreement between Forme Capital, Inc. and Wettreich
Children's Trust.
<PAGE>
PURCHASE AGREEMENT
This Agreement is entered into this 12th 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 The Wettreich Children's Trust 6959 Arapaho,
Suite 122, Dallas, Texas, (hereinafter "WCT") for the purposes
set out below:
WHEREAS, WCT has recently acquired 258,000 Preferred Shares
Series F of Forme,
WHEREAS, WCT is also the owner of 249 Preferred Shares
Series W of Forme, and
WHEREAS, the Preferred Shares Series F and Preferred Shares
Series W are the only issued and outstanding Preferred Shares of
Forme and
WHEREAS, Forme is not able to pay a yield on said Preferred
Shares due to its limited financial resources
NOW THEREFORE, all premises considered the parties agree as
follows:
I. CONSIDERATION
1.1 WCT agrees to surrender to FORME for cancellation the 249
Preferred Shares Series W and the 258,000 Preferred Shares
Series F (hereinafter "the Preferred Shares");
1.2 In consideration for the surrender of the Preferred Shares
FORME agrees to transfer to WCT 566,337 Preferred Shares of
Forme Art Investments, Inc. and 134,000 common shares of
Wincroft, Inc. presently registered in the name of FORME
(hereinafter "the Consideration");
II. FORME REPRESENTATIONS
2.1 FORME understands, represents and warrants as follows:
a. that it has full right, title and authority to transfer
the Consideration to WCT;
b. that the representations, warranties and covenants
contained herein shall be binding upon FORME as well as
upon its heirs, legal representatives, successors and
assigns;
III. WCT'S REPRESENTATIONS AND WARRANTIES
3.1 WCT hereby represents, and warrants as follows:
a. that it has all requisite power and authority to own and
operate its properties and assets and to carry on its
business as currently conducted. WCT has all requisite
power and authority to enter into this Agreement;
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IV. CLOSING
4.1 Closing shall take place on April 12, 2000 at the offices of
WCT or such other time and place as both parties shall agree.
V. MISCELLANEOUS
5.1 Each of FORME and WCT 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.
5.2 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.
5.3 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.
5.4 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.
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5.1 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
THE WETTREICH CHILDREN'S TRUST
By:_________________________
Daniel Wettreich, Trustee
