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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) December 31, 1996
ASIA MEDIA COMMUNICATIONS, LTD.
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(Exact Name of Registrant as Specified in Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
0-23462
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(Commission File No.)
88-0207089
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(IRS Employer Identification No.)
1330 Avenue of the Americas, 33rd Fl., New York, NY 10017
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (212) 582-3400
None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
On December 31, 1996 (the "Effective Date"), the Registrant, through its
newly formed, wholly owned subsidiary, AMC International Holdings Ltd., a
British Virgin Islands corporation ("AMC Holdings"), purchased from IPC
Corporation Ltd., a Singaporean corporation (the "Vendor"), effective as of
January 1, 1996, all of the issued and outstanding capital stock of IPC
Corporation (Australia) Pty Ltd., an Australian corporation ("IPC Australia").
The consideration paid was $1.00 in cash plus the issuance to IPC of 25
preference shares of AMC Holdings (the "Preference Shares"), each having a
stated value of $1,000,000 (the "Stated Value"). The Preference Shares are
exchangeable at any time and from time to time at the option of the holder into
shares of the Registrant's common stock, par value $.01 per share (the "Common
Stock"), on the basis of one share of Common Stock for each $2.00 of the Stated
Value of each share or part thereof of a Preference Share so exchanged. The
Preference Shares are also redeemable at any time and from time to time at the
option of the Registrant upon payment of the Stated Value of each Preference
Share or part thereof so redeemed. In addition, IPC assigned to AMC Holdings all
of the indebtedness of IPC Australia to IPC which on the Effective Date was
approximately $25,000,000.
As the purchase was effective as of January 1, 1996, all of the profits
and losses of IPC Australia during calendar 1996 will be for the benefit of and
reported by the Registrant. Audited financial statements for calendar 1996 are
not yet available but it is expected that IPC Australia incurred a material net
loss during such period, the exact amount of which has not yet been ascertained.
Although the purchase and sale of IPC Australia has closed, definitive
written documentation has not yet been completed.
IPC Australia is engaged in the business of importing and assembling
personal computer notebooks and servers in Australia and reselling them through
distributors, dealers, mass-merchants and value added resellers. In addition,
IPC Australia is in the preliminary stages of developing an Electronic Commerce
(E-Commerce Service) for business to business applications. It is envisioned
that suppliers, vendors and customers will be able to use such service to access
information and place orders directly over a secure, limited access network.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements.
It is impracticable to provide the required financial statements
concurrently with the filing of this report. The Registrant expects
to file the required financial statements as soon as practicable,
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but in no event later than sixty (60) days after the due date of
this Current Report on Form 8-K.
(b) Pro-Forma Financial Information.
It is impracticable to provide the required pro-forma financial
information concurrently with the filing of this report. The
Registrant expects to file the required pro-forma financial
information as soon as practicable, but in no event later than sixty
(60) days after the due date of this Current Report on Form 8-K.
(c) Exhibits.
None
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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/ Edward Tobin
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President
Date: January 14, 1997
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