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
May 2, 1997
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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.)
2111 E. Highland, Suite 210, 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 January 7, 1997, ILX Incorporated ("ILX") and Texas Capital Securities
("TCS") entered into a Letter Agreement regarding financial advisory services
(the "TCS Letter Agreement") and an Option Agreement regarding options on up to
500,000 shares of ILX common stock (the "TCS Option Agreement"). The TCS Letter
Agreement and the TCS Option Agreement are dated as of January 7, 1997 and were
executed January 27, 1997. Under the TCS Letter Agreement, ILX granted TCS
options to acquire 500,000 shares of ILX's common stock pursuant to the TCS
Option Agreement. The TCS Option Agreement provides that TCS receives options
for up to 250,000 shares of ILX's common stock exercisable at a price of $1.25
per share on or before June 30, 1997 (the "First Option"). If TCS exercises the
First Option in full prior to its expiration date, TCS may exercise options for
up to 125,000 shares of ILX's common stock exercisable at a price of $1.75 per
share on or before September 30, 1997 (the "Second Option"). If TCS then
exercises the Second Option in full prior to its expiration date, TCS may
exercise options for up to 125,000 shares of ILX's common stock exercisable at a
price of $2.00 per share on or before December 15, 1997 (the "Third Option"). At
ILX's election, the term of the Third Option will be extended to the extent that
ILX extends the term of the TCS Letter Agreement.
Effective January 1, 1997, ILX and Investor Resource Services, Inc. ("IRS")
entered into a Consulting Agreement pursuant to which IRS agreed to provide
certain investor relations, broker relations and public relations services to
ILX (the "IRS Consulting Agreement"). Under the terms of the IRS Consulting
Agreement, IRS received new and extended options to purchase 500,000 shares of
ILX common stock at $1.25 per share (the "IRS Option Shares"). The options
granted in the IRS Consulting Agreement with respect to the IRS Option Shares
expire on June 30, 1997.
On May 2, 1997, ILX and TCS and ILX and IRS executed Assumption Agreements with
Martori Enterprises Incorporated ("MEI"), an affiliate and shareholder of ILX,
under which MEI agreed to assume all of ILX's obligations to issue shares of its
common stock on the exercise of the options held by TCS and IRS under the TCS
Option Agreement and the IRS Consulting Agreement (the "Assumption Agreements").
Copies of the Assumption Agreements are attached as Exhibit 10 hereto and the
above description of the Assumption Agreements is qualified in its entirety by
reference to those Assumption Agreements. The descriptions of the TCS Letter
Agreement, the TCS Option Agreement and the IRS Consulting Agreement are
qualified in their entirety by reference to those Agreements, copies of which
are attached to ILX's Form 8-K Reports dated February 10, 1997 and January 13,
1997, respectively.
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 Assumption Agreements 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: May 16, 1997
ASSUMPTION AGREEMENT
(MEI/ILX/IRS)
This Assumption Agreement is made effective as of January 1, 1997, by
and between Investor Resource Services, Inc., a Florida corporation,
("Optionee"), ILX Incorporated, an Arizona corporation, ("ILX") and Martori
Enterprises Incorporated, an Arizona corporation ("MEI").
R E C I T A L S:
A. Effective January 1, 1997, Optionee and ILX entered into that
certain Consulting Agreement pursuant to which ILX granted to Optionee, and
Optionee received, an option to purchase shares of common stock of ILX (the
"Common Stock") according to certain terms and conditions and in consideration
for certain services to be rendered by Optionee to ILX.
B. Optionee, ILX and MEI desire that the obligations of ILX under the
Consulting Agreement to sell Common Stock to Optionee be assumed by MEI,
effective as of January 1, 1997.
A G R E E M E N T:
NOW, THEREFORE, for good and valuable consideration, receipt of which
is acknowledged, the parties agree as follows:
1. Assumption. MEI hereby assumes all obligations of ILX under the
Consulting Agreement with respect to the obligation to offer and sell Common
Stock to Optionee, and Optionee relieves ILX for any obligation therefor.
2. Continuing Validity of Agreements. Except as otherwise provided
herein, the Consulting Agreement shall remain in full force and effect as
between Optionee and ILX.
IN WITNESS WHEREOF, the parties have entered into this Assumption
Agreement effective as of the date first above written.
INVESTOR RESOURCE SERVICES, INC. MARTORI ENTERPRISES INCORPORATED
By: /s/ Daniel D. Starczewski By: /s/ Joseph P. Martori
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Name: Daniel D. Starczewski Name: Joseph P. Martori
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Title: President Title: Chairman
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ILX INCORPORATED
By: /s/ Joseph P. Martori
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Name: Joseph P. Martori
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Title: Chairman
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ASSUMPTION AGREEMENT
(MEI/ILX/TEXAS CAPITAL SECURITIES)
This Assumption Agreement is made effective as of January 7, 1997, by and
between Texas Capital Securities ("Optionee"), ILX Incorporated, an Arizona
corporation, ("ILX") and Martori Enterprises Incorporated, an Arizona
corporation ("MEI").
R E C I T A L S:
A. Effective January 7, 1997, Optionee and ILX entered into that
certain letter agreement (the "Consulting Agreement") and that certain option
agreement (the "Option Agreement"), pursuant to which ILX granted to Optionee,
and Optionee received, an option to purchase shares of common stock of ILX (the
"Common Stock") according to certain terms and conditions and in consideration
for certain services to be rendered by Optionee to ILX.
B. Optionee, ILX and MEI desire that the obligations of ILX under the
Consulting Agreement and the Option Agreement to sell Common Stock to Optionee
be assumed by MEI, effective as of January 7, 1997.
A G R E E M E N T:
NOW, THEREFORE, for good and valuable consideration, receipt of which
is acknowledged, the parties agree as follows:
1. Assumption. MEI hereby assumes all obligations of ILX under the
Consulting Agreement and the Option Agreement with respect to the obligation to
offer and sell Common Stock to Optionee, and Optionee relieves ILX for any
obligation therefor.
2. Continuing Validity of Agreements. Except as otherwise provided
herein, the Consulting Agreement and the Option Agreement shall remain in full
force and effect as between Optionee and ILX.
IN WITNESS WHEREOF, the parties have entered into this Assumption
Agreement effective as of the date first above written.
TEXAS CAPITAL SECURITIES MARTORI ENTERPRISES INCORPORATED
By: /s/ Harold W. Gorden By: /s/ Joseph P. Martori
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Name: Harold W. Gorden Name: Joseph P. Martori
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Title: V.P. By Pat Smith Title: Chairman
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ILX INCORPORATED
By: /s/ Joseph P. Martori
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Name: Joseph P. Martori
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Title: Chairman
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