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: November 21, 1996
Imagica Entertainment, Inc.
(F/K/A Ranger International, Inc.)
(Exact name of registrant as specified in its charter)
Florida. 33-3790-A. 59-2762999
(State or other Commission File No.. IRS Employer Identification No.
jurisdiction of
incorporation
or organization)
1518 SW 12th Avenue Ocala, Florida 34474
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: : 352-867-7860
Item 5. Other Events.
On November 21, 1996, the Company sold two $100,000 convertible
debentures (the "Debentures")to Nimbus Tres Socidead Anonima pursuant to
Regulation S. The terms the Debentures provide for the conversion into common
shares of the Company any time following forty (40) days following purchase at
a rate equal to the lower of the (a) the closing bid price of the common stock
of the Company on the date of funding by Nimbus Tres Sociedad Anonima or (b)
Sixty percent (60%) of the closing bid price of the common stock of the
Company for the five (5) trading days immediately preceding the date of the
conversion. The purchase was made pursuant to an agreement giving Nimbus Tres
Sociedad Anonima the right to purchase up to $3,000,000 of convertible
debentures.
Exhibit Description Page(s)
(a)(1) The following financial statements are filed as a part of this report:
(1) Underwriting agreement None
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession None
(4) Instruments defining the rights of security holders, including
indentures None
Convertible Debenture
(16) Letter re change in certifying accountant None
(17) Letter re director resignation None
(21) Other documents or statements to security holders None
(24) Consents of Experts and Counsel None
(25) Power of Attorney None
(28) Additional Exhibits None
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 thereunto duly authorized.
Imagica Entertainment, INC.
Registrant)
Dated: December 6, 1996
/s/ ________________________
Robert S. Wormser, President
Corp/ECO2/8K-4-96B
This convertible debenture has been sold in an "Offshore Transaction" in
reliance upon Regulation S as promulgated by the Securities and Exchange
Commission. Accordingly, Neither this convertible Debenture nor any common
shares into which it may be convertible have not been registered under the
Securities Act of 1933 (the "Act") and may not be offered for sale, sold or
otherwise transferred in the United States or to a "U.S. person" (as defined
under Regulation S) except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act,
the availability of which is to be established to the satisfaction of the
Company.
TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS LIMITED BY THE
TERMS OF THIS DEBENTURE AND ALL EXHIBITS AND ATTACHMENTS HERETO.
Regulation S Restrictive Agreement No. _________
Imagica Entertainment, Inc.
Convertible Debenture
$ 100,000.00 Gainesville, Florida
Amount of Debenture
Date: __________________________
Imagica Entertainment, Inc., a Florida corporation (the "Company"), for
value received, hereby promises to pay to Nimbus Tres Sociedad Anonima the
principal sum of $100,000 on November 1, 2006, and to pay interest (computed
on the basis of a 360-day year of twelve 30-day months) from the date hereof
on the unpaid balance of such principal amount from time to outstanding at the
rate of three percent (3%) per annum; all such accrued interest and principal
shall be due and payable on or before ten years following the date of this
agreement by payment of all principal and interest due hereunder by the
issuance of common stock of the Company valued at the Conversion Price as
herein defined. Anytime after forty days following Nimbus Tres Sociedad
Anonima's funding of this convertible debenture, it may convert the principal
amount due hereunder into common shares of the Company at the Conversion
Price. As used in this agreement the "Conversion Price" shall refer to the
lower of the (a) the closing bid price of the common stock of the Company on
the date of funding by Nimbus Tres Sociedad Anonima or (b) Sixty percent (60%)
of the closing bid price of the common stock of the Company for the five (5)
trading days immediately preceding the date of the conversion.
1. Conversion.
1.1 Right; Number of Conversion Shares. The holder of this Debenture
may, at the holder's option, at any time on or before full payment, convert
from time to time the principal amount of such Debenture and all interest then
accrued and unpaid, or any part thereof, into Common Stock of the Company.
The number of shares of Common Stock of the Company into which the Debentures
may be converted shall be computed as follows: Divide the principal amount of
Debentures to be converted by the Conversion Price.
1.2 Adjustment for Change in Capital Stock.
a) If the Company:
(1) pays a dividend in shares of its Common Stock;
(2) subdivides its outstanding shares of Common Stock into a greater number of
shares;
(3) combines its outstanding shares of Common Stock into a smaller number of
shares;
(4) distributes to all holders of its Common Stock shares of its capital stock
other than Common Stock; or
(5) issues by reclassification of its shares of Common Stock any shares of its
capital stock,
then the conversion privilege and the Conversion Price in effect immediately
prior to such action shall be adjusted so that the holder of any Debenture
thereafter converted may receive the number of shares of Common Stock or other
capital stock of the Company which such holder would have owned immediately
following such action if such holder had converted the Debenture immediately
prior to such action.
b) For a dividend or distribution, the adjustment shall become
effective immediately after the record date for the dividend or distribution.
For a subdivision, combination, or reclassification, the adjustment shall
become effective immediately after the effective date of the subdivision,
combination, or reclassification.
c) If after an adjustment a holder of a Debenture upon conversion of
it may receive shares of two or more classes of capital stock of the Company,
the Company shall determine the allocation of the adjusted Conversion Price
between or among the classes of capital stock. After such allocation, the
conversion prices of the classes of capital stock shall thereafter be subject
to adjustment on terms comparable to those applicable to Common Stock in this
Agreement.
1.3 Notice of Adjustment. Whenever the Conversion Price is adjusted, the
Company shall promptly mail to holders of Debentures a notice of the
adjustment.
1.4 Merger, Consolidation, etc. If the Company at any time while the
Debentures are outstanding shall consolidate with, merge into, or effect a
plan of exchange with, or sell or convey all or substantially all of its
assets to any other corporation or shall by subdivision, combination, or
reclassification or securities or otherwise change any of its securities then
issuable upon conversion of the Debentures into the same or a different number
of securities of any class or classes, then, in any such event, the Debentures
shall thereafter be convertible into such number and kinds of securities and
property as would have been issuable and distributable on account of such
consolidation, merger, plan of exchange, sale, conveyance, subdivision,
combination, reclassification, or similar change, upon or with respect to the
securities which are issuable upon conversion of the Debentures immediately
prior to such consolidation, merger, plan of exchange, sale, conveyance,
subdivision, combination, or reclassification, or similar change.
2. Prepayment of Principal or Interest.
All or a portion of interest or principal due hereunder may be prepaid
without penalty.
3. Default.
3.1 Events of Default; Acceleration. The entire unpaid principal of this
Debenture and the interest then accrued on this Debenture shall become and be
immediately due and payable on written demand of the holder of this Debenture,
without any other notice or demand of any kind or any presentment or protest,
if any one of the following conditions or events (an "Event or Default")
occurs and is continuing when demand is made, whether voluntarily or
involuntarily, or, without limitation, occurring or brought about by operation
of law or pursuant to or in compliance with any judgment, decree, or order of
any court or any order, rule, or regulation of any governmental body:
a) if the Company defaults in the payment of any principal of any
debenture for more than 10 days after the same becomes due and payable,
whether at maturity or at a date fixed for payment or be acceleration or
otherwise when due; or
b) if the Company defaults in the payment of any interest on any
debenture for more than 10 days after the same becomes due and payable; or
c) if the Company defaults in the performance of or compliance with
any term or covenant contained in the Agreement or this Debenture and such
default shall not have been remedied within 15 days after written notice
thereof shall have been given to the Company by any holder of Debentures; or
d) if any representation or warranty made in writing by or on behalf
of the Company in the Agreement or pursuant thereto in connection with the
transactions contemplated thereby shall prove to have been false or incorrect
in any material respect on the date as of which made; or
e) if the Company makes an assignment for the benefit of creditors,
admits in writing its inability to pay its debts as they become due, files a
voluntary petition in bankruptcy, is adjudicated as bankrupt or insolvent,
files any petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar
relief under any present or future statute, law or regulation, files any
answer admitting or not contesting the material allegations of a petition
filed against the Company in any such proceeding, seeks or consents to or
acquiesces in the appointment of any trustee, receiver, or liquidator of the
Company or of all or any substantial part of the properties of the Company of
if the Company or its directors or majority shareholders take any action
looking to the dissolution or liquidation of the Company; or
f) if, within 60 days after the commencement of an action against
the Company seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief, such action shall
not have been dismissed or all orders or proceedings thereunder affecting the
operations or the business of the Company stayed, or if the stay of any such
order or proceeding shall thereafter be set aside, or if, within 60 days after
the appointment without the consent of acquiescence of the Company of any
trustee, receiver, or liquidator of the Company or of all or any substantial
part of the properties of the Company, such appointment shall not have been
vacated; or
g) if a final judgment for the payment of money in excess of $25,000
(not covered by insurance or indemnification) shall be rendered against the
Company and if, within 60 days after entry thereof, such judgment shall not
have been discharged or execution thereof stayed pending appeal, or if, within
60 days after the expiration of any such stay, such judgment shall not have
been discharged or provision therefor satisfactory to Investors shall have
been made;
then and in any such event any holder or holders of the Debentures at the time
outstanding may at any time (unless all defaults shall theretofore have been
remedied) at its or their option, by written notice or notices to the Company,
declare all of the Debentures to be due and payable, whereupon the same shall
forthwith mature and become due and payable, together with interest accrued
thereon, without presentment, demand, protest, or notice, all of which are
hereby waived.
If any holder of the Debentures gives any notice or takes any other
action with respect to a claimed default, the Company, forthwith upon receipt
of such notice or obtaining knowledge of such other action, will give written
notice thereof to all other holders of the Debentures at the time outstanding,
describing such notice or other action and the nature of the claimed default.
3.2 Remedies on Default, etc. If one or more Events of Default occurs
and is continuing, any holder of the Debentures at any time outstanding may
proceed to protect and enforce the rights of such holder by an action at law,
suit in equity, or other appropriate proceeding, whether for the specific
performance or any agreement contained herein or under terms of such
Debentures or for an injunction against a violation of any of the terms hereof
or thereof, or in aid of the exercise of any power granted hereby or thereby
or by law. In case of a default in the payment of any principal or interest
on any Debentures, the Company will pay to the holder thereof such further
amount as shall be sufficient to cover the costs and expenses of collection
(or protection of such holder's interests), including, without limitation,
reasonable attorneys' fees at pretrial, trial, appellate level, expenses, and
disbursements. No course of dealing and no delay on the part of any holder of
the Debentures in exercising any right shall operate as a waiver thereof or
otherwise prejudice such holder's rights. No right shall be exclusive or any
other right referred to herein or therein or now or hereafter available at
law, in equity, by statute, or otherwise.
4. Fees. the Company will pay, and save the Holders harmless against all
liability for the payment of all costs and other expenses incurred in
connection with the Company's performance of and compliance with all
agreements and conditions contained herein on its part to be performed or
complied with. The Company further agrees that it will pay, and will save the
Holders harmless from, any and all liability with respect to any stamp or
similar taxes which may be determined to be payable in connection with the
execution and delivery of this Debenture or any modification, amendment or
alteration of the terms or provisions of this Debenture, and that it will
similarly pay and hold the Holders harmless from all issue taxes in respect of
the issuance of the purchased shares.
5. General.
5.1 Successors and Assigns. This Debenture, and the obligations and
rights of the Company hereunder, shall be binding on and inure to the benefit
of the Company, the holder of this Debenture, and their respective heirs,
successors, and assigns.
5.2 Currency. All payments shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender
therein for the payment of public and private debts.
5.3 Notices. All notices, requests, consents, and demands shall be made
in writing and shall be deemed effectively given when delivered personally to
the party to whom it is addressed or when deposited in the United States mail,
by registered or certified mail, postage prepaid, addressed to the Company,
Attention: President at 3622 NE 4th Street, Gainesville, Florida, 32601, or to
the holder of this Debenture at the addressed furnished to the Company in
writing.
5.4 Governing Law. This Debenture shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws
of Florida.
5.5 Transfer and Exchange of Debenture. Upon surrender for registration
of transfer of any Debenture at the office of the Company, the Company at its
expense shall execute and deliver one or more new Debentures in an aggregate
principal amount equal to the unpaid principal amount of such surrendered
Debenture registered in the name of the designated transferee or transferees.
This Debenture may not be exchanged for other Debentures. Whenever any
Debentures are surrendered for exchange, the Company shall execute and deliver
at its expense the Debentures which the holder making the exchange is entitled
to receive. Each Debenture presented or surrendered for registration of
transfer shall be duly enforced, or be accompanied by a written instrument of
transfer duly executed, by the holder of such Debenture of the holder's
attorney duly authorized in writing. Any Debentures issued in exchange for
any Debentures or upon transfer thereof shall carry the rights to unpaid
interest accrued to the date of transfer which were carried by the Debentures
so exchanged or transferred, and neither gain no loss of interest shall result
from any such transfer or exchange.
5.6 Replacement of Debentures. Upon receipt of evidence reasonably
satisfactory of the Company of the loss, theft, destruction, or mutilation of
any Debenture and, in the case of any such mutilation, upon the surrender of
such Debenture for cancellation at the place of payment specified therein or
pursuant thereto, the Company at its expense will execute and deliver, in lieu
thereof, a new Debenture of like tenor dated the date to which interest has
been paid on such lost, stolen, destroyed or mutilated Debenture.
IN WITNESS WHEREOF, this Debenture has been executed and delivered as a
sealed instrument on the date first above written by the duly authorized
representative of the Company.
Imagica Entertainment, Inc.
By:_____________________________________
Title:____________________________________
