SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 17, 1997
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LEASING TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
UTAH
State or Other Jurisdiction of Incorporation)
0-18865 87-0401400
(Commission File Number) (I.R.S. Employer Identification No.)
102 West 500 South, Suite 400, Salt Lake City, Utah 84101
(Address of Principal Executive Offices) (Zip Code)
(801) 363-8961
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 5: Other Events
On March 17, 1997 Leasing Technology Incorporated, (the Company),
acquired 80% of Fan-Tastic, Inc., (Fan-Tastic), for 100,000 shares of the
Company's Series D convertible preferred stock, (D preferred), and certain
options granted to the shareholders of Fan-Tastic to acquire 150,000 shares of
the Company's common stock valued at $2.00 per share (post-split). After June
30, 2000 and before September 30, 2000 the holders of D preferred have the right
at their option to convert such shares into the Company's common stock, or the
common stock of Fan-Tastic at a conversion rate to be determined based on net
income of Fan-Tastic at the time of conversion and the trading price of the
Company's common stock. An example of the conversion to the Company's common
stock would be as follows. Assume that Fan-Tastic's net income for the three
years ended March 31, 2000 is $1,000,000 and assume that on March 31, 2000 the
average trading price of the Company's common stock is $8.00, then
($1,000,000/$1,000,000) x 10 / (.7 X $8.00) = 1.79 shares of the Company's
common per share of D preferred. The conversion of D preferred into Fan-Tastic
common occurs at a rate equal to sixty one and one half percent (61.5%) of the
outstanding common stock of Fan-Tastic as of June 30, 2000, divided by 100,000.
Holders of D preferred also have the right to elect one member to the Board of
Directors of the Company.
Fan-Tastic is headquartered in Salt Lake City, Utah. Through its
company owned retail stores named Fan-A-Maniacs and franchisee locations in the
United States and overseas, FanTastic sells sports and entertainment related
apparel and products.
Effective March 27, 1997 the Company's name is changed to American
Resources & Development Company, and a one for twenty (1:20) reverse stock split
is effected on the Company's common stock.
