SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) - June 17, 1996
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GULF EXPLORATION CONSULTANTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-17246 76-0243525
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(State or other (Commission (IRS Employer
jurisdiction file Number) Identification
of Incorporation) Number)
10 Rockefeller Plaza, Suite 1012
New York, New York 10020
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(Address of principal executive offices) (zip code)
Registrant's telephone number,including area code-(212) 247-2120
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1270 Avenue of the Americas, Suite 2900, New York, New York 10020
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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 June 17, 1996, Gulf Exploration Consultants, Inc.
(the "Registrant") closed the sale of 3,954,545 shares of the
Common Stock of Emerging Money Limited, the Registrant's wholly-
owned subsidiary, ("Emerging Money") (comprising 72.5% of the
shares outstanding after the sale) to Micron Ltd. ("Micron"),
pursuant to a Subscription Agreement and Option, dated December
7, 1995 (the "Micron Subscription"), among the Registrant,
Emerging Money, Micron and Minmet plc ("Minmet"). Immediately
following the closing of the Micron Subscription, pursuant to the
Letter Agreement (as hereinafter defined), Minmet, the principal
stockholder of the Registrant, exchanged 774,048 shares (giving
effect to the Reverse Split (as hereinafter defined)) of the
Registrant's Common Stock (reducing its ownership interest in the
Registrant to 15%) and the obligations of the Registrant to
Minmet for the Registrant's remaining 27.5% interest in Emerging
Money. Micron has paid the Registrant 39,546 Irish Pounds (US$
62,293 equivalent as of December 31, 1995) and has paid on behalf
of Emerging Money approximately US$ 80,000 which enabled Emerging
Money to discharge certain agreed creditors. Furthermore, as a
result of the Micron Subscription and upon the consummation of
the Letter Agreement, the Registrant shall no longer be
responsible for any present or contingent liabilities of Emerging
Money. Prior to the Micron Transaction, Micron had no
relationship with the Registrant or Minmet.
The Micron Subscription and the Letter Agreement were
approved by the Registrant's stockholders at a special meeting of
stockholders held on June 17, 1996 (the "Meeting") pursuant to a
notice of meeting and Proxy Statement, dated June 6, 1996.
ITEM 5. OTHER EVENTS.
At the Meeting, the stockholders of the Registrant also
approved the terms and conditions of a letter agreement, dated
December 22, 1995 (the "Letter Agreement"), among the Registrant,
Osprey Investments, Inc., formerly, DRM&S Inc. ("Osprey"), and
Dennis Mensch ("Mensch"), each the holder of the Registrant's
notes (the "Notes") in the principal amount of $100,000. The
Letter Agreement relates to the exchange by Osprey and Mensch of
the Notes for a 22% equity interest each in the Registrant's
Common Stock and the aforementioned reduction in Minmet's equity
interest in the Registrant in exchange for an interest in
Emerging Money. The exchange of the Notes has not yet been
effected.
Upon the closing of the transactions contemplated by
the Letter Agreement, Osprey and Mensch will each own 411,630
shares of the Registrant's Common Stock (22% interest each),
Minmet will own 280,657 shares of the Registrant's Common Stock
(15% interest) and the remaining 767,128 shares of the
Registrant's Common Stock (41% interest) will be held by the
public.
Effective June 17, 1996, upon receiving the approval of
its stockholders at the Meeting, the Registrant amended its
Certificate of Incorporation to effect (i) a one-for-fifty
reverse split of the Registrant's outstanding shares of Common
Stock (the "Reverse Split") and (ii) the reduction in the number
of authorized shares of the Registrant's Common Stock from
100,000,000 to 10,000,000 authorized shares. The amendments to
the Certificate of Incorporation of the Registrant did not affect
the number of authorized shares of the Registrant's Preferred
Stock.
As a result of the Reverse Split, each certificate
representing shares of Common Stock outstanding immediately prior
to the Reverse Split (the "Old Shares") now represents one-
fiftieth the number of shares of outstanding Common Stock (the
"New Shares"). No fractional New Shares have been issued as a
result of the Reverse Split. In lieu of fractional shares, each
stockholder whose Old Shares are not evenly divisible by fifty
have been rounded up or down to the nearest whole share, except
that record holders of 25 or fewer shares will receive one New
Share.
The amendment to the Registrant's Certificate of
Incorporation is included as Exhibit 4.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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4.1 Amendment to the Registrant's
Certificate of Incorporation, filed
June 17, 1996.
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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.
Date: June 18, 1996 GULF EXPLORATION CONSULTANTS, INC.
(Registrant)
/s/ Michael H. Nolan
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Michael H. Nolan
Chief Financial Officer
and Secretary
<PAGE>
Exhibit Index
Exhibit
Number Description
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4.1 Amendment to the Registrant's
Certificate of Incorporation, filed
June 17, 1996.
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
GULF EXPLORATION CONSULTANTS, INC.
(PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF DELAWARE)
* * * * *
GULF EXPLORATION CONSULTANTS, INC., a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY THAT:
FIRST: The Board of Directors by unanimous written
consent adopted resolutions setting forth proposed amendments
(the "Amendments") to the Certificate of Incorporation of the
Corporation, declaring the Amendments to be advisable and calling
for the submission of the Amendments to the stockholders of the
Corporation at a special meeting of stockholders held upon notice
in accordance with Section 222 of the General Corporation Law of
the State of Delaware, and stating that the Amendments will be
effective only after adoption thereof by the affirmative vote of
a majority of the issued and outstanding shares of voting Common
Stock of the Corporation.
SECOND: Thereafter, pursuant to a resolution of the
Board of Directors of the Corporation, the Amendments were
submitted to the holders of the issued and outstanding shares of
Common Stock of the Corporation at a special meeting of
stockholders of the Corporation, and a majority of the
stockholders voted in favor of the adoption of the following
resolution to amend the Certificate of Incorporation of the
Corporation:
RESOLVED, that the Certificate of Incorporation
be, and it hereby is, amended by deleting in its
entirety the present Article FOURTH and substituting in
lieu thereof the following new Article FOURTH:
"FOURTH: The total number of shares of stock
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which the Corporation shall have authority to issue is
15,000,000, of which stock 5,000,000 shares of the par
value $1.00 each shall be designated Serial Preferred
Stock and of which 10,000,000 shares of the par value
of $.01 shall be designated Common Stock.
Effective as of June 17, 1996, each 50 shares of
the issued and outstanding Common Stock, $.01 par
value, of the Corporation shall be reverse split into
one (1) share of Common Stock of the Corporation. This
reverse split shall affect only issued and outstanding
shares. The total number of shares authorized shall be
as set forth in this Article FOURTH. Each record and
beneficial holder of less than an aggregate of 50
shares of Common Stock of the Corporation shall be
deemed by the Corporation to hold a fractional share of
Common Stock. All such fractional shares of the
Corporation's Common Stock are hereby rounded up or
down to the nearest whole number of shares, except that
holders of 25 or fewer shares in the aggregate will
receive one new share.
The following is a statement of the powers,
preferences and rights, and the qualifications,
limitations and restrictions, of the classes of stock
of the Corporation, and the authority with respect
thereto expressly vested in the Board of Directors of
the Corporation.
A. Serial Preferred Stock
(1) The Serial Preferred Stock may be issued
in one or more series as may be established and
designated from time to time by the Board of Directors
as hereinafter provided. The Board of Directors is
hereby vested with authority to establish and designate
any unissued shares of Serial Preferred Stock as a
series of such stock. The designations, powers,
preferences and relative and other special rights and
the qualifications, limitations and restrictions of the
Serial Preferred Stock of any such series shall be such
as are stated and expressed herein and, to the extent
not stated and expressed herein, shall be such as may
be fixed by the Board of Directors and stated and
expressed in a resolution or resolutions adopted by the
Board of the Directors providing for the issuance of
Serial Preferred Stock of such series.
(2) Each series of Preferred Stock
(a) may have such number of
shares;
(b) may have such voting powers,
full or limited, or may be without voting
powers;
(c) may be subject to redemption
at such time or times and at such prices;
(d) may be entitled to receive
dividends (which may be cumulative or
noncumulative), at such rate or rates, on
such conditions, from such date or dates, and
at such times, and payable in preference to,
or in such relation to, the dividends payable
on any other class or classes or series of
stock;
(e) may have such rights upon the
dissolution of, or upon any distribution of
the assets of, the Corporation;
(f) may be made convertible into,
or exchangeable for, shares of any other
class or classes or of any other series of
the same or any other class or classes of
stock of the Corporation at such price or
prices or at such rates of exchange, and with
such adjustments;
(g) may be entitled to the benefit
of a sinking fund or purchase fund to be
applied to the purchase or redemption of
shares of such series in such amount or
amounts;
(h) may be entitled to the benefit
of conditions and restrictions upon the
creation of indebtedness of the Corporation
or any subsidiary, upon the issue of any
additional stock (including additional shares
of such series or of any other series) and
upon the payment of dividends or the making
of other distributions on and the purchase
redemption or other acquisition by the
Corporation or any subsidiary of any
outstanding stock of the Corporation; and
(i) may have such other relative,
participating, optional or other special
rights, and qualifications, limitations or
restrictions thereof;
all shall be stated in said resolution or resolutions
providing for the issue of such Serial Preferred Stock.
Except where otherwise set forth in the resolution or
resolutions adopted by the Board of Directors providing
for the issue of any series of Serial Preferred Stock,
the number of shares comprising such series may be
increased or decreased (but not below the number of
shares then outstanding) from time to time by like
action of the Board of Directors.
(3) Shares of any series of Serial Preferred
Stock which have been redeemed (whether through the
operation of a sinking fund or otherwise) or purchased
by the Corporation, or which, if convertible or
exchangeable, have been converted into or exchanged for
shares of stock of any other class or classes shall
have the status of authorized and unissued shares of
Serial Preferred Stock and may be reissued as a part of
the series of which they were originally a part or may
be reclassified and reissued as part of a new series of
Serial Preferred Stock to be created by resolution or
resolutions of the Board of Directors or as part of any
other series of Serial Preferred Stock, all subject to
the conditions or restrictions on issuance set forth in
the resolution or resolutions adopted by the Board of
Directors providing for the issue of any series of
Serial Preferred Stock and to any filing required by
law.
B. Common Stock
(1) After the requirements with respect
to any preferential dividends upon the Serial
Preferred Stock have been met, the holders of
the Common Stock shall be entitled to receive
such dividends as may be declared from time
to time by the Board of Directors.
(2) Except as provided in Section C of
this Article Fourth, each share of Common
Stock shall entitle the holder thereof to one
vote for each share held.
(3) In the event of liquidation of the
Corporation, after the holders of the Serial
Preferred Stock of each series and any other
class of stock ranking prior to the Common
Stock in respect of distributions of assets
on liquidation of the Corporation shall have
been paid in full the amount to which they
respectively shall be entitled, or a sum
sufficient for such payment in full shall
have been set aside, the remaining net assets
of the Corporation shall be distributed pro
rata to the holders of the Common Stock in
accordance with their respective rights and
interests, to the exclusion of the holders of
the Serial Preferred Stock and any other
class of stock ranking prior to the Common
Stock.
C. Provisions applicable to all Capital Stock
(1) Except as otherwise provided by law
or by the resolution or resolutions of the
Board of Directors providing for the issue of
any series of the Serial Preferred Stock, the
Common Stock shall have the exclusive right
to vote for the election of Directors and for
all other purposes except that, with respect
to any amendment of any provision of the
Certificate of Incorporation which consists
of a series designation, or portion thereof,
for any series of Serial Preferred Stock, the
holders of Common Stock shall not be entitled
to any vote. Except as otherwise provided by
law or in the resolution or resolutions of
the Board of Directors providing for the
issuance of any series of Serial Preferred
Stock, the Common Stock and any other capital
stock of the Corporation at the time entitled
thereto shall vote together as one class.
(2) Whenever the vote of stockholders
at a meeting thereof is required or permitted
to be taken for or in connection with any
corporation action, the meeting and vote of
stockholders may be dispensed with an such
action may be taken with the written consent
of stockholders having not less than the
minimum percentage of the vote required by
statute for the proposed corporate action,
provided that prompt notice shall be given to
all stockholders of the taking of corporate
action without a meeting and by less than
unanimous consent.
(3) No stockholder of the Corporation
shall by reason of his holding shares of any
class have any pre-emptive or preferential
right to purchase or subscribe to any shares
of any class of this Corporation, now or
hereafter to be authorized, or any notes,
debentures, bonds or other securities
convertible into or carrying options or
warrants to purchase shares of any class, now
or hereafter to be authorized, whether or not
the issuance of any such shares, or such
notes, debentures, bonds or other securities
would adversely affect the dividend or voting
rights of such stockholder, other than such
rights, if any, as the Board of Directors in
its discretion may fix; and the Board of
Directors may issue shares of stock of any
class of this Corporation, or any notes,
debentures, bonds or other securities
convertible into or carrying options or
warrants to purchase shares of stock of any
class, without offering any such shares of
stock of any class or any notes, debentures,
bonds or other securities, either in whole or
in part, to the existing stockholders of any
class.
(4) No stockholder of the Corporation
shall have the right of cumulative voting at
any election of directors or upon any other
matter."
THIRD: The Amendments were duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to
be signed by L. George Rieger, its Chairman, this 17th day of June,
1996.
GULF EXPLORATION CONSULTANTS, INC.
By: /s/ L. George Rieger
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L. George Rieger, Chairman
