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) AUGUST 17, 1999
FRESHSTART VENTURE CAPITAL CORP.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 0-26214 13-3134761
- --------------------------------------------------------------------------------
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
FORMATION)
24-25 JACKSON AVENUE, LONG ISLAND CITY, NY 11101
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (718) 361-9595
-------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)
-------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS.
On August 17, 1999, FreshStart Venture Capital Corp. (the "Company")
entered into a letter of intent with Medallion Financing Corp. ("Medallion"), a
specialty finance company publicly trading on the Nasdaq National Market (NNM:
TAXI), relating to the proposed acquisition of the Company by Medallion.
The letter of intent contemplates that a definitive agreement will be
executed by the parties which will provide that the Company's shareholders will
receive Medallion common stock having a fair market value of $4.15 to $5.00 for
each share of the Company's Common Stock held by them. If the fair market value
of the Medallion's common stock falls below $12.00 per share, Medallion may
elect not to proceed with the proposed transaction. In addition, the letter of
intent restricts the Company's ability to declare dividends in excess of $.03
per share per fiscal quarter until December 31, 1999 and includes the grant by
the Company of an option to purchase up to 19.99% of the Company's stock at an
exercise price of $3.875 per share if the Company accepts an offer from another
party or, under certain circumstances, elects not close the proposed
transaction. The closing of the proposed transaction is subject to the
completion of due diligence, the approval of the Board of Directors of both
companies, the approval of the shareholders of the Company, regulatory approval,
the execution and delivery of a definitive merger agreement and the satisfaction
of customary conditions. It is the intention of both companies to consummate the
proposed transaction prior to December 31, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
FRESHSTART VENTURE CAPITAL CORP.
By: /s/ ZINDEL ZELMANOVITCH
---------------------------------
Name: Zindel Zelmanovitch
Title: President
Dated: August 19, 1999
