FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 5, 1996
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Date of Report (Date of earliest event reported)
ILX Incorporated
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(Exact name of Registrant as specified in its charter)
ARIZONA
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(State or other
jurisdiction of
incorporation)
33-16122 86-0564171
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(Commission File (I.R.S. Employer
Number) Identification No.)
2777 E. Camelback Road, Phoenix, AZ 85016
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(Address of principal executive offices) (Zip Code)
(602) 957-2777
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Registrant's telephone number, including area code
<PAGE>
Item 5. Other Events.
Effective June 2, 1995, ILX Incorporated ("ILX") entered into
Consulting Agreements with Investor Resource Services, Inc., a Florida
corporation, ("IRC") and Universal Solutions, Inc., a Colorado corporation,
("Universal") pursuant to which IRC and Universal agreed to provide certain
investor relations, broker relations and public relations services to ILX. The
Consulting Agreements are Exhibits to ILX's Form S-2 Registration Statement No.
33-61477. Under the terms of the Consulting Agreements, as amended in the
related Option Agreements (which are attached as Exhibits to ILX's Form S-3
Registration Statement No. 333-03151), each of IRC and Universal received from
ILX a total of 50,000 shares of ILX Common Stock (the "Shares") plus options to
purchase an additional 250,000 shares of ILX Common Stock at $1.25 per share
(the "Option Shares"). ILX agreed that the Shares and the Option Shares may be
registered pursuant to the terms of the Consulting Agreements.
The term of the Option Agreements originally was to terminate 30 days
after the effective date of any registration described under section 7(b) of the
Consulting Agreements (a "Registration") or June 1, 1997, whichever occurred
first. Pursuant to a letter agreement dated June 10, 1996 (the "Letter
Agreement"), a copy of which was attached as Exhibit A to ILX's Current Report
dated June 14, 1996 on Form 8-K, ILX agreed to extend the term of the Option
Agreements so that those Option Agreements would terminate 90 days after the
effective date of any such Registration or June 1, 1997, whichever occurs
earlier. Pursuant to a letter agreement dated August 5, 1996 (the "Second Letter
Agreement"), a copy of which is attached as Exhibit A hereto, ILX agreed to
extend the term of the Option Agreements so that those Option Agreements would
terminate 120 days after the effective date of any such Registration or June 1,
1997, whichever occurs earlier. In consideration for the extension, IRC and
Universal agreed to exercise, collectively and on or before August 15, 1996,
options for 100,000 of the Option Shares at a price of $1.25 per Option Share.
The above descriptions of the Consulting Agreements, the Option
Agreements, the Letter Agreement and the Second Letter Agreement are qualified
in their entirety by reference to the Consulting Agreements, the Option
Agreements, the Letter Agreement and the Second Letter Agreement.
Item 7. Financial Statements and Exhibits.
The Exhibits required by Item 601 of Regulation S-K have been supplied
as follows:
Exhibit
Numbers Description of Exhibit Page No.
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10 Second Letter Agreement 4
<PAGE>
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.
ILX Incorporated,
an Arizona corporation
/s/ Nancy J. Stone
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Nancy J. Stone
President
Date: August 12, 1996
[ILX LETTERHEAD]
August 5, 1996
VIA FACSIMILE AND FEDERAL EXPRESS
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Investor Resource Services, Inc. ("IRS")
Universal Solutions, Inc. ("USI")
Attn: Dick Fixaris
7457 Aloma Ave. Suite 302
Winter Park, FL 32792
Re: Option Agreements
Dear Dick:
Reference is made to the two Option Agreements both dated as of June 2, 1995,
between ILX Incorporated and IRS and between ILX Incorporated and USI
respectively. This letter, when executed by all parties, shall serve to modify
both Option Agreements so that Section 2 of each is amended and restated as
follows
2. Term. The term of this Option (the "Option Term") shall commence
upon the date hereof and shall terminate 120 days after the effective date
of any registration under Section 7(b) of the Consulting Agreement or June
1, 1997, whichever is earlier. Any Notice that is given by Optionee to the
Company during the Option Term shall be valid notwithstanding that the
delivery of the Option Shares purchased may take place after the expiration
of the Option Term.
In consideration for such extension, IRS and USI (collectively) hereby elect to
exercise the Options with respect to 100,000 shares of Common Stock and shall
tender the purchase funds therefor at our offices on or before August 15, 1996.
Simultaneously with the tender of your cashier's check(s) totalling $125,000,
you will indicate the breakdown of said exercise between IRS and USI.
Please indicate the acceptance and agreement as to the above by having the
original of this letter appropriately executed and returned to me via overnight
express. If you have any questions, please don't hesitate to contact me.
Very truly yours,
/s/ Samuel L. Ciatu
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Samuel L. Ciatu
Senior Vice President
and General Counsel
ACCEPTED AND AGREED TO:
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INVESTOR RESOURCE SERVICES, INC.
By: /s/ Daniel D. Starczewski
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Title: President
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UNIVERSAL SOLUTIONS, INC.
By: /s/ Chuck S. Arnold
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Title: President
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