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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 3, 1997
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Date of Report (date of earliest event reported)
CAPITAL 2000, INC.
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Exact name of Registrant as Specified in its Charter
Colorado 33-11062-D 84-1049047
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
P.O. Box 460363, Aurora, Colorado 80015
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Address of Principal Executive Offices, Including Zip Code
(303) 690-6787
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Registrant's Telephone Number, Including Area Code
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ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
On February 3, 1997, Capital 2000, Inc. (the "Company") and United
Shields Corporation ("USC") signed a Letter of Intent whereby the Company will
acquire all of the outstanding shares of USC in exchange for restricted shares
of the Company's common stock.
If this transaction is consummated, the Company will issue 9,500,000
restricted shares of its common stock in an amount which will represent
approximately 90% of its outstanding common stock in exchange for all of the
issued and outstanding shares of USC.
USC, based in Cincinnati, Ohio, is a development stage company which
holds the worldwide marketing rights for a unique, patented collapsible bottle
for use with beverage products, as well as the right to use a patented bottle
processing unit (integrator) that can prepack concentrates, and evacuate, cap,
label and fold the bottles. The patented bottle and processing equipment
create a platform for advanced packaging technology that reduces the costs
associated with manufacturing, distributing and marketing beverages.
USC has recently entered into a letter of intent to acquire an Ohio-based
bottling company.
The closing of this transaction is subject to the execution of a
definitive agreement which will contain various representations and warranties
of each party and which will be subject to the approval of the directors of
each company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit 10 Letter of Intent dated February 3, 1997 between
Capital 2000, Inc. and United Shields Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CAPITAL 2000, INC.
Dated: February 5, 1997 By /s/ Timothy J. Brasel
Timothy J. Brasel, President
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CAPITAL 2000, INC.
16178 East Prentice Place
Aurora, Colorado 80015
February 3, 1997
T. J. Tully, CEO
United Shields Corporation
602 Main Street, Suite 1102
Cincinnati, Ohio 45202
Re: Proposed Exchange of Shares of Capital 2000, Inc. ("Capital
2000") for one hundred percent (100%) of the outstanding
shares of United Shields Corporation ("USC")
Dear Mr.Tully:
This letter will confirm the recent discussions we have had with you and
your representatives relative to the proposed exchange of shares of the common
stock of Capital 2000 for all of the issued and outstanding common stock of
USC. The objective of our discussions has been the execution and
consummation, as soon as feasible, of a formal agreement between Capital 2000
and USC (the "Agreement"), which among other things, would provide for the
various matters set forth below:
1. Capital 2000 will acquire all of the issued and outstanding common
stock of USC from the shareholders of USC in exchange for 9,500,000 restricted
shares of no par value common stock of Capital 2000 ("Capital 2000 Common
Stock"), which will be delivered upon the closing of this transaction (the
"Closing Date"). This exchange is intended to qualify as a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended, and the shares of Capital 2000 received by USC shareholders will be
received on a tax-free basis. The shares to be issued by Capital 2000 will be
"restricted securities" as defined in Rule 144 under the Securities Act of
1933, and an appropriate legend will be placed on the certificates
representing such shares, and stop transfer orders placed against them.
2. There are currently 1,900,000 shares of Capital 2000 Common Stock
outstanding. Prior to the Closing, Capital 2000 will cancel 850,000 shares so
that the number of shares outstanding just prior to Closing will be
approximately 1,050,000. After the Closing of this transaction, there will be
approximately 10,550,000 shares outstanding and the current shareholders of
USC will own approximately 90.05% of the shares outstanding. Upon Closing,
USC will become a wholly-owned subsidiary of Capital 2000.
3. At the Closing, the present Capital 2000 officers and directors
shall deliver to USC their respective letters of resignation, along with
minutes of the Capital 2000 Board of Directors accepting such resignations and
appointing to the Capital 2000 Board those persons designated by USC to be
directors of Capital 2000.
4. Prior to Closing, USC will provide an unaudited balance sheet and
income statement for the period ended December 31, 1996. Capital 2000 must be
satisfied that the financials which will be required for Capital 2000's SEC
filings can be audited within 75 days after the Closing.Capital 2000 is a
voluntary reporting company under Section 15(d) of the Securities Exchange Act
of 1934. In addition, Capital 2000's common stock is quoted on the NASD's OTC
Bulletin Board under the symbol CPTX.
5. On the Closing, Capital 2000 will have no assets and its
liabilities will not exceed $50,000. Capital 2000 will provide to USC a
schedule of such liabilities at least ten days prior to closing and USC agrees
to pay such liabilities at the time of Closing.
6. Capital 2000 agrees that it will pay a finders fee of _________
shares to Corp.-Link Corp. and shares will be paid from the shares retained by
the current shareholders of Capital 2000. Each party shall warrant in the
Agreement that no other finders fees are owed and further, shall indemnify and
hold harmless the other party from such obligation.
7. Once this letter is executed, all parties hereto, in reliance upon
the agreement represented herein, shall not, for a period of 30 days from the
date of execution hereof, negotiate with any other public company with respect
to undertaking any merger or stock or asset acquisition. Both parties hereto
agree to proceed diligently with the completion of all necessary due diligence
and the drafting of all necessary documentation and agreements.
8. Immediately after the Closing, USC will retain Bleu Ridge
Consultants, Inc. as a consultant to the public company for twelve months and
as compensation Bleu Ridge will be paid $3,500 per month for a total of
$42,000.
9. USC will agree to include in any registration statement which
Capital 2000 files in the one year following closing a total of 250,000 shares
held by the current insiders of Capital 2000. The persons who own such shares
will agree to execute any reasonable lock-up letters requested by the
underwriter of a public offering so as to not impede the offering.
10. Capital 2000 and USC will take all necessary steps to call
meetings of their respective directors as soon as possible to approve the
terms of this Letter of Intent.
11. Upon the signing of this Letter of Intent, Capital 2000 and USC
will provide to each other full access to their books and records and will
furnish financials and operating data and such other information with respect
to their business and assets as may reasonably be requested from time to time.
If the proposed transaction is not consummated, all parties shall keep
confidential any information (unless ascertainable from public filings or
published information) obtained concerning the other's operations, assets and
business.
12. USC will pay the legal expenses reasonably incurred in connection
with this transaction whether or not the transaction is consummated. Such
fees will not exceed the $10,000 deposited by USC in the trust account of Krys
Boyle Freedman Scott & Sawyer, P.C. on January 31, 1997. If the transaction
is completed, the $10,000 will be credited toward USC's obligation to pay the
outstanding liabilities of Capital 2000.
13. This Letter of Intent may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
14. Upon the execution by you and return to us of this Letter of
Intent, counsel for USC and Capital 2000 will prepare an Exchange Agreement
which shall contain provisions in accordance with this Letter together with
such further appropriate terms and conditions as legal counsel and the parties
may mutually determine. The Exchange Agreement shall be subject, in all
respects, to the approval of the respective Boards of Directors of Capital
2000 and USC.
15. It is understood that the terms set forth in this Letter may not
constitute all of the major terms which will be included in the Exchange
Agreement, that the terms set forth herein are subject to further discussion
and negotiation, and that this Letter is an expression of intent only and is
not to create or result in any legally binding obligation upon the parties
hereto except with respect to paragraphs 8, 12 and 13 and the obligation to
pursue negotiations in good faith.
If the foregoing accurately reflects our discussions, please execute and
return to the undersigned one copy of this Letter.
CAPITAL 2000, INC. UNITED SHIELDS CORPORATION
By:/s/ Timothy J. Brasel By:/s/ T.J. Tully
Timothy J. Brasel, President T.J. Tully, CEO
