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: March 14, 1997
IFS INTERNATIONAL, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 1-12687 13-3393646
(State or Other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
185 JORDAN ROAD, TROY, NEW YORK 12180
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 283-7900
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
In order to have sufficient space for its projected expanded
operations, IFS International, Inc. (the "Company ") consummated, on
March 14, 1997, the purchase of a ground lease expiring on May 25, 2083
and a building with approximately 35,000 square feet of space located at
300 Jordan Road, Rensselaer Technology Park, Troy, New York (the "New
Property"). The Company intends to use approximately 20,000 square feet
of the New Property for its operations. The transaction was made
pursuant to a Purchase and Sale Agreement, dated as of December 14, 1996
between the Company and Trustco Bank, National Association (the "Purchase
Agreement"). The purchase price of the New Property, including taxes,
was approximately $1,032,000 of which $50,000 was previously paid as
deposits and the balance was funded through a promissory note (the
"Note") issued by Key Bank of New York ("Key Bank"). The Note is due on
April 14, 1997 together with interest at 6.75% and is secured with a
portion of the proceeds of the Company's recently completed public
offering. The Company estimates that an additional $400,000 will be necessary
for the renovation of such facility. The Company anticipates that permanent
financing for a portion of the purchase price of the New Property and its
renovation will be in the form of a mortgage note with Key Bank. The Company
intends to use approximately $600,000 of the net proceeds from its recent
public offering to fund a portion of such purchase and renovation.
Reference is made to the Purchase Agreement and the Note,
copies of which are attached hereto or incorporated by reference herein,
for more detailed information of the transaction described herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) (i){1*} Purchase and Sale Agreement, dated as of December
17, 1996, between the Company and Trustco Bank,
National Association
(ii) Promissory Note, dated March 14, 1997, between the
Company and Key Bank
**FOOTNOTES**
1 {*} Such Exhibit was filed with the Company's Registration
Statement (File No. 333-11653), declared effective February 21,
1997, and is hereby incorporated by reference.
<PAGE>
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.
Dated: March 28, 1997 IFS INTERNATIONAL, INC.
(registrant)
By: \s\ Frank A. Pascuito
Frank A. Pascuito, Chairman
of the Board
<PAGE>
Exhibit 10
PROMISSORY NOTE
$981,624.34 Date 14 March, 1997
Office 587
IFS International, Inc. (the "Borrower"), for value received, promises to
pay to the order of KEY BANK OF NEW YORK (the "Bank") the sum of Nine
Hundred Eighty One Thousand Six Hundred Twenty Four & 34 Cents Dollars
($981,624.34) (the "Principal") at the Bank's main office or at any
branch office at the rate and according to the terms indicated below
(check applicable payment arrangement):
1. Rate. The Borrower shall pay interest at the rate indicated below
(the "Interest Rate"). Interest shall be computed on the basis of 360
day year. This means that each day a periodic rate is calculated by
dividing the Interest Rate by 360; this daily rate is then applied to the
outstanding balance to determine each day's interest.
a. x A fixed Interest Rate of 6.75 percent per year.
b. _ A variable Interest Rate equal to the _____________ (the "Index")
plus a margin of __ percent per year. THE INDEX IS DEFINED ON THE
BACK OF THIS NOTE. The Interest Rate will change without notice to
the Borrower:
_each time the Index changes.
_ _______________starting__________________
At the present time, the Index is___percent and the
Interest Rate is_____percent.
2. Repayment Terms. The Borrower will repay this Note in accordance
with the schedule checked as follows:
a.__ Demand. On Demand, the Borrower will pay the Principal with
interest from this date until the Principal is fully repaid.
Although the Principal and interest continue to be payable on
Demand, the Borrower agrees to pay accrued interest on the ____ day
of each ________ hereafter until this Note is paid in full.
b. x Time. On 14 April 1997, (the "Due Date"), the Borrower will pay the
Principal plus accrued interest. After the Due Date, the Borrower
will pay additional interest on any unpaid Principal at the interest
rate.
c.__ Discount. On_________, 19___, (the "Due Date"), the Borrower will
pay the Principal. If this repayment option is selected, the Bank
is taking interest in advance by deducting it from the Principal
For Discount loans "Principal" includes the loan proceeds plus the
interest taken in advance. After the Due Date, the Borrower will
pay additional interest on any unpaid amount at ___________.
d. _ Term Payments. The Borrower will pay the Principal with interest
from today until payment in full of all amounts due according to the
schedule indicated below. If the following box is checked _, the
Borrower will pay a late charge of _____% of any payment that is
more than ____days late.
i. _____consecutive_____payments of accrued interest commencing
on____________, 19____, and payable on the same date of each
successive calendar_____thereafter plus _____ consecutive ______
Principal payments of $_______each, commencing on
____________, 19____, and payable on the same date of each
successive ____ thereafter and a final Principal payment of
$_______due on _________________, 19___, when all unpaid interest
and principal shall be due and payable.
ii.__________consecutive______Principal and interest payments of
$_______each, commencing on__________, 19___, and payable on the
same date of each successive _____ thereafter until ______, 19___.
When the remaining unpaid Principal and interest shall be due and
payable. Additionally, an interest-only payment shall be due
on________, 19___. If this is a variable Interest Rate note and any
_____ payment is insufficient to pay all accrued interest, the
Borrower will pay any such insufficiency on demand. If the Interest
Rate is variable, the Bank will adjust the payment schedule each
_______ starting ______________, 19___, to an amount that would
amortize the Principal balance due on this Note in
equal________payments over the remaining term at the Interest Rate
then in effect.
iii._______________________________________________________________
_______________________________________________________________
_______________________________________________________________
3. Security. To protect the Bank if the Borrower defaults on this
Note, the Borrower hereby pledges and grants the Bank a security interest
in the following property (the "Collateral"):
Pledge & Security Agreement date 14 March, 1997.
The security interest granted above is subject to and includes all the
provisions of a Security Agreement dated 3/14/97 and/or, in the event
real property is being used as security, a mortgage dated___________.
4. Term Loan Agreement. If the following box is checked _, this Note is
executed under the terms of a Term Loan Agreement or Line of Credit
Agreement dated _____, 19___.
5. General. If the following box is checked X, the Borrower represents
and warrants that this Note evidences a loan for business or commercial
purposes. The Borrower agrees that the provisions on the reverse side of
this document constitute a part of this Note. By signing this Note, the
Borrower agrees to be legally bound to all the terms, promises, and
provisions contained in it.
IFS International, Inc.
_____________________________ _____________________________
Name (please print) Name (please print)
\s\Carmen A. Pascuito-Secretary
_____________________________ _____________________________
Signature Signature
_____________________________ _____________________________
Address Address
6. Definition of Index. For purposes of this Promissory Note (the
"Note"), if the Index is the Bank's Base Rate, that term means the rate
of interest (a) designated or announced by the Bank from time to time as
its Base Rate and (b) used internally by the Bank to calculate the
interest payable to it under notes or other agreements providing for
interest based on its Base Rate. The base Rate is not necessarily the
lowest rate granted by the Bank; credit may be extended as interest rates
both above and below the Base Rate.
If the Index identified in Section 1(b) is not the Bank's Base Rate,
the Index indicated refers to that rate of interest designated or
announced from time to time by the applicable institution, governmental
body, or other entity. Such rate is used by the Bank as a reference rate
to calculate the interest payable to it under notes or other agreements
providing the interest based on such Index. This Index is not determined
by the Bank. Therefore, the resulting Interest Rate is not necessarily
the lowest interest rate granted by the Bank, and credit may be extended
at interest rates both above and below such rate.
7. Application of Payments. Each payment received on this Note shall
be applied first to unpaid late charges (if any), then to interest as of
payment due date and the balance, if any to principal as of the date
received.
8. Collection Costs. If this Note is referred to any attorney for
collection, Borrower shall pay the Bank's reasonable attorneys' fee, plus
the costs and expenses of the collection proceeding.
9. Binding Agreement; Governing Law. The Note shall be binding upon
the heirs, successors, and assigns of the Borrower and the Bank. It
shall be interpreted and construed in accordance with the laws of New
York State.
10. More Than One Signer. If more than one person or entity signs this
Note as a Borrower, the obligations contained herein shall be deemed
joint and several and all references to "Borrower" shall apply both
individually and jointly.
11. Default. The total unpaid balance of this Note shall become due and
payable without notice or demand upon the occurrence of any one of the
following "Events of Default": (a) default in any installment payment of
principal or interest when due under this Note and the continuance
thereof for ten days after the due date; (b) default in any other payment
of principal or interest when due under this Note (c) failure to fulfill
or perform any other term of this Note or related Term Loan Agreement,
mortgage, or security agreement, if any; (d) failure to any "Obligor"
(defined as the Borrower and any guarantor of this Note) to fulfill or
perform any term of any other instrument or agreement of an Obligor
issued to or entered into with the Bank; (e) a false or incomplete
statement in any information submitted to the Bank in connection with
this Note; (f) entry of a judgment against Borrower; (g) an attempt to
restrain or obtain any Obligor's account balances or property with the
Bank; (h) a significant decline in the value of any real or personal
property securing payment of this Note; (I) death, business failure, or
dissolution of any Obligor; (j) death of the insured under any life
insurance policy securing payment of this Note; (k) failure of the
Borrower to pay debts as they become due; (l) commencement of any
bankruptcy, receivership, or similar proceeding involving any Obligor as
a debtor.
12. Waiver. The borrower and all endorsers, sureties, and guarantors
hereof hereby jointly and severally waive presentment for payment,
demand, notice of non-payment, notice or protest, and protest of this
Note.
13. Excess Interest. At no time shall the Interest Rate exceed the
highest rate allowed by law for this type of loan. Should the Bank ever
collect interest at a rate that exceeds the applicable legal limit, such
excess will be credited to principal. If the amount of this credit
exceeds the outstanding principal balance, such excess will be returned
to the Borrower.
_____________________________________
