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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) October 9, 1996
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ASIA MEDIA COMMUNICATIONS, LTD.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-23462 88-0207089
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(State or Other (Commission (IRS Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
Rue-Fritz-Courvoisier 40, 2300 La Chaux-de-Fonds, Switzerland
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code 011-4139-7656
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None
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
As a result of the rescission of the merger with Kremlyovskaya
Group, Inc., a Delaware corporation ("KGI"), as described in Item 2 below, and
the cancellation of the 89,125,000 shares of the Registrant's common stock
issued in connection with such merger, the Registrant's Chairman, Ian Rice, who
owned beneficially in excess of 51% of the Registrant's total issued and
outstanding shares of common stock prior to such merger, has resumed control of
the Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 18, 1996 (the "Effective Date"), the Registrant,
completed a merger (the "Merger") with Kremlyovskaya Group, Inc., a privately
held Delaware corporation ("KGI"). Pursuant to the terms and provisions of an
Agreement and Plan of Merger, dated the Effective Date (the "Merger Agreement"),
by and among the Registrant, AMC Merger Co., Inc., a Nevada corporation and a
wholly owned subsidiary of the Registrant ("MergerCo"), KGI and Riccardo
Fanchini and Robert Gaspar, two principal shareholders of KGI, on the Effective
Date, MergerCo was merged with and into KGI, with KGI being the surviving
entity. In connection therewith, the shares of MergerCo's common stock
outstanding immediately prior to the Merger were converted into shares of KGI's
common stock and each of the 15,500 shares of KGI common stock outstanding
immediately prior to the Merger was converted into the right to receive 5,750
shares (89,125,000 in the aggregate) of the Registrant's common stock.
Subsequent to the Effective Date, the Registrant determined that
there were breaches of certain of the representations and warranties made by the
principal shareholders of KGI in the Merger Agreement, as a result of which
financial statements audited in accordance with United States generally accepted
accounting principles for KGI and its subsidiary, Kremlyovskaya Group NV, a
Belgium corporation ("KGNV"), could not be obtained as required under applicable
rules and regulations of the Securities and Exchange Commission. Consequently,
Registrant and all of the other parties to the Merger Agreement entered into a
Rescission Agreement, dated as of August 15, 1996 (the Rescission Agreement"
annexed hereto as Exhibit (c)(i)), pursuant to which it was agreed that the
Merger would be rescinded and treated as void ab initio. Such rescission (the
"Rescission") was effected on October 9, 1996 when all of the 89,125,000 shares
of the Registrant's common stock issued in connection with the Merger were
returned to the Registrant for cancellation in exchange for the return of all of
the issued and outstanding shares of KGNV to the former holders thereof. In
addition, KGNV and its shareholders, among other things, paid substantially all
of Registrant's costs and expenses, including legal and accounting fees,
incurred in connection with the Merger and discharged certain obligations of the
Registrant which it had assumed on behalf of KGNV in connection with the Merger.
In connection with the Rescission, Messrs. Valentin Kassatkine,
Robert Bruloot and Anthony Cataldo resigned as
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directors and officers of the Registrant and Mr. Charles Buhlmann and Mrs. Anke
Rice were appointed as directors to fill the vacancies created thereby.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) FINANCIAL STATEMENTS.
None.
(b) PRO-FORMA FINANCIAL INFORMATION.
None.
(c) EXHIBITS.
(c)(1) - Rescission Agreement, dated as of August 15,
1996, by and among Asia Media Communications, Ltd.,
Kremlyovskaya Group Inc., Kremlyovskaya Group NV, Riccardo
Fanchini, Richard Gaspar, Yakov Tillman, Tadeus Tonley,
Valentin Kassatkine, Guerman Liberman, Youri Bykhovski,
Wengen Investments Ltd., Redwatch Investments Inc. SA,
Safine A.G., Wallflower Investments Inc., SA, Able
Investments Ltd., Whitehall Investments Company Inc. and
Merton Trustees Ltd.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ASIA MEDIA COMMUNICATIONS, LTD.
By: /s/ Ian Rice
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Chairman
Date: October 11, 1996
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RESCISSION AGREEMENT
This Rescission Agreement ("Agreement") is made and entered into
as of August 15, 1996 by and among Asia Media Communications, Ltd., a Nevada
corporation ("AMC"), Kremlyovskaya Group, Inc., a Delaware corporation ("KGI"),
and Kremlyovskaya Group NV, a Belgium corporation ("KGNV"), and each of the
former shareholders of KGNV (the "Shareholders") set forth on Schedule A hereto
(collectively, the "Parties").
RECITALS
A. WHEREAS, KGI was formed on February 20, 1996 in
anticipation of and pursuant to the Plan of Merger for the sole
purpose of effectuating the Merger, as hereinafter defined;
B. WHEREAS, the Shareholders contributed their KGNV
shares to KGI on March 15, 1996 in return for stock of KGI (the
"Contribution");
C. WHEREAS, KGI merged with AMC Merger Co., Inc., a
Nevada corporation, on March 18, 1996, whereby each Shareholder
received 5,750 shares of AMC stock for each share of KGI stock (the
"Merger");
D. WHEREAS, following the Merger, AMC sold convertible
notes (the "AMC Notes") in the aggregate principal amount of
$1,000,000, the proceeds of which were loaned by AMC to KGNV (the
"Loan")
E. WHEREAS, pursuant to Section 2.5 of the Merger
Agreement, KGI represented that the audited financial statements of
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KGNV were accurate and complete and presented fairly the financial
condition of KGNV;
F. WHEREAS, the sole purpose of the Contribution and Merger
were that, following the Merger, the AMC shares received by the Shareholders
would be freely transferable and that such shares would be publicly traded on an
established securities market; and
G. WHEREAS, the purposes of the Contribution and Merger are
not able to be accomplished as a result of a mutual mistake of the parties and,
as a result, the parties wish to rescind the Contribution, the Merger, the AMC
Notes and the Loan.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth in
this Agreement, the parties agree as follows:
1. RESCISSION
1.1 Simultaneous with the execution of this
Agreement, the Shareholders shall deliver to KGI the certificates representing
the AMC shares issued in the Merger which consisted of 89,125,000 shares of
AMC's common stock, par value $.01 per share (collectively, the "AMC Merger
Shares").
1.2 Simultaneous with the execution of this
Agreement, KGI shall return to the Shareholders the certificates representing
the KGNV shares received in the Contribution (the "KGNV Shares").
1.3 The AMC Merger Shares shall be cancelled.
1.4 The Merger and Contribution shall be void ab
initio.
1.5 The AMC Notes and Loan shall be void ab initio
and simultaneous with the execution of this Agreement, KGNV shall
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deliver to AMC evidence that the AMC Notes and the indebtedness evidenced
thereby been cancelled and that the holders thereof and KGNV have agreed to
substitute KGNV or other parties (excluding AMC) for repayment of the AMC Notes
and the indebtedness evidenced by thereby.
2. PARTIES' OBLIGATIONS
2.1 None of the Shareholders, KGI, nor AMC shall
have any right, obligation, liability or duty resulting from the
Merger or Contribution.
2.2 No party to this Agreement or any other party
shall have any rights in respect of the Contribution or Merger. The return of
the KGNV Shares and the AMC Merger Shares shall be the sole remedy of the
parties in respect of such Merger or Contribution.
2.3 AMC shall as soon as practicable following
execution of this Agreement file with the Securities and Exchange Commission a
current report on Form 8-K describing this Agreement and shall cause KGI to be
liquidated or merged out of existence.
3. REPRESENTATIONS.
3.1 KGI's sole asset at all times has been the
stock of KGNV and KGI has not conducted any business.
3.2 Neither KGI nor AMC have incurred any debts on
behalf of KGNV except for the Loan.
3.3 Since the Contribution, KGNV has conducted its
business in the ordinary course and has made no distributions to
KGI or AMC.
4. GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of Delaware.
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5. COUNTERPARTS. This Agreement may be executed in one
or more counterparts which when taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF the parties have executed or caused this
Agreement to be duly executed as of the date first above written.
ASIA MEDIA COMMUNICATIONS, LTD. KREMLYOVSKAYA GROUP, INC.
By:/s/ Ian Rice By: /s/ Brian Jelley
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Name: Ian Rice Name: Brian Jelley
Title: Chairman Title: President
KREMLYOVSKAYA GROUP NV
By:/s/ Riccardo Fanchini
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Name: Riccardo Fanchini
Title: Director
SHAREHOLDERS:
/s/ Riccardo Fanchini /s/ Guerman Liberman
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Riccardo Fanchini Guerman Liberman by his
attorney
/s/ Yacov Tilipman /s/ Iouri Bykhovski
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Yacov Tilipman Iouri Bykhovski
/s/ Tadeus Tonley /s/ Robert Gaspar
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Tadeus Tonley Robert Gaspar
/s/ Valentin Kassatkine WENGEN INVESTMENTS LTD.
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Valentin Kassatkine
By: /s/ Kevin Paul Robert
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Name: Kevin Paul Robert
Title: Director
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REDWATCH INVESTMENTS INC, SA BAFINE A.G.
By: /s/ Hans Bertschmann By: /s/ Hans Bertschmann
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Name: Hans Bertschmann Name: Hans Bertschmann
Title: President Title: President
WALLFLOWER INVESTMENTS INC. SA ABLE INVESTMENTS LTD.
By: /s/ Jean-Daniel Monbaron By:/s/ Kevin Paul Robert
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Name: Jean-Daniel Monbaron Name: Kevin Paul Robert
Title: Director Title: Director
WHITEHALL INVESTMENTS COMPANY INC. MERTON TRUSTEES LTD.
By: /s/ Hans Bertschmann By: /s/ C.J. Betts
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Name: Hans Bertschmann Name:C.J. Betts
Title: President Title: Director
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PROJECT FINANCE LTD. CONDOR ENTERPRISES LTD.
By: /s/ Paul R. Phibbs By: /s/ Julie George
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Name: Paul R. Phibbs Name: Julie George
Title: Director Title: Authorized
Signatory
BRITISH COLUMBIA AND WESTMINSTER TRUST CORP.
By:/s/ David B. Bowen
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Name: David B. Bowen
Title: Director
BLAIDON INVESTMENTS INC. SA
By: /s/ R. Routh
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Name: R. Routh
Title: Authorized Signatory
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