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
June 14, 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
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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 is attached as Exhibit A, 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. In consideration for the extension, IRC and Universal
agreed to exercise, collectively and on or before June 14, 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 and the Letter Agreement are qualified in their entirety by reference
to the Consulting Agreements, the Option Agreements and the 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 Letter Agreement 4
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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: June 14, 1996
[GRAPHIC]
June 10, 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 90 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 on or before June 14, 1996. Simultaneously
with the tender of your cashier's check(s) (see below), 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, along with a
cashier's check(s) in the amount of $125,000, 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:
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UNIVERSAL SOLUTIONS, INC.
By: /s/ Chuck S. Arnold
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Title:
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