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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) April 28, 1998
ADINA , INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-19435 75-2233445
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
2415 Midway Road, Suite 121, Carrollton, Texas 75006
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (972) 733-
3005
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ITEM 1. Change of Control of Registrant
On April 28, 1998, Registrant agreed with Forsam Venture
Funding, Inc., a private company owned by the children of Daniel
Wettreich, President, to exchange the 11,700,000 common shares in
Registrant owned by Forsam Venture Funding, Inc. for two note
receivables in the total amount of $115,000. Registrant has
canceled the 11,700,000 common shares so they are no longer
outstanding. Registrant has also accepted the tendering of
1,466,939 shares to the Company for cancellation with no
consideration. Mick Y. Wettreich now owns 98.5% of the
outstanding common shares and has control. By Written Consent of
Shareholders representing over 80% of the outstanding shares, a
10-1 forward stock split was approved April 28, 1998. A notice
will be sent to shareholders.
ITEM 2. Acquisition or Disposition of Assets
On April 28, 1998 Forsam Venture Funding, Inc. issued
1,345,295 Preferred Shares, Series X ("Series X") to Registrant
in exchange for the 1,345,295 Camelot Corporation Preferred
Shares, Series J owned by Registrant. The Series X are non-
voting, non-yielding and have a preference over the common shares
of Forsam Venture Funding, Inc. in the event of liquidation.
ITEM 7. Exhibits
(10) a) Material Contracts
Share Purchase Agreement dated April 28, 1998 by
between Forsam Venture Funding, Inc. and Adina,
Inc. regarding the 11,700,000 Adina Shares.
b) Agreement dated April 28, 1998 by and between
Forsam Venture Funding, Inc. and Adina, Inc.
regarding the sale of the Camelot Corporation
Preferred Shares, Series J.
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 thereunto duly authorized.
ADINA, INC.
By: /s/ Daniel Wettreich
Daniel Wettreich
President
Dated: May 8, 1998
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EXHIBIT 10(a)
STOCK PURCHASE AGREEMENT
AGREEMENT made this 28th day of April, 1998 by and
between ADINA, INC., located at 2415 Midway Road,
Suite 121, Carrollton, Texas 75006 hereinafter referred
to as "ADINA", and FORSAM VENTURE FUNDING, INC. located at
2415 Midway Road, Suite 121, Carrollton, Texas 75006,
hereinafter referred to as "FORSAM ".
WHEREAS, FORSAM wishes to tender its 11,700,000
common shares in Adina, Inc. ("Shares") to Adina in
exchange for notes receivables outstanding;
WHEREAS, ADINA wishes to reacquire the 11,700,000
common shares in Adina owned by Forsam;
NOW, THEREFORE, in consideration of the mutual covenants
and agreements, the said parties hereby agree as follows:
I. PURCHASE
1.1 FORSAM agrees to transfer to ADINA 11,700,000
Shares in exchange for notes receivables to Adina in the
amount of $115,000 ("Notes").
1.02 ADINA agrees to accept the Shares and transfer
Notes to Forsam.
II. CLOSING
2.01 On the Closing Date set forth in paragraph
2.03 hereof, ADINA agrees to deliver the original Notes
executed in favor of FORSAM.
2.02 On the Closing Date set forth in paragraph 2.03
hereof, FORSAM agrees to deliver 11,700,000 Shares duly
endorsed and executed so as to be transferable into the name
of ADINA;
2.03 Closing shall take place on April 28, 1998 at
the offices of ADINA or such other time and place as FORSAM
and ADINA may agree.
III. ADINA 'S REPRESENTATIONS
3.01ADINA hereby warrants and represents the
following facts, the truth and accuracy of which are
conditions precedent to the Closing:
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(a)ADINA is not required by any provision of
federal, state, or local law to take any further action or
to seek any governmental approval of any nature prior to the
purchase by it of the Shares.
(b)ADINA will provide to the extent available all
necessary information to FORSAM to permit the due filing of
disclosure documents required of FORSAM.
(c)The representations, warranties, and covenants in
this Agreement, in the Exhibits to this Agreement, in
the documents and information presented from ADINA to
FORSAM do not contain and will not contain any untrue
statements of material facts that are necessary to the
statements contained in this Agreement, in the Exhibits and
in the documents and information furnished to FORSAM
which would render them misleading.
(d) ADINA will cancel the Shares so they are not
considered outstanding for any purpose.
(e) The notes are current and ADINA has no reason to
believe they are not collectible.
IV. FORSAM 'S REPRESENTATIONS
4.01FORSAM hereby warrants and represents the
following facts, the truth and accuracy of which are
conditions precedent to the Closing:
(a) FORSAM is not prevented by any federal, state, or
local law or by any provision of any contract, mortgage,
indenture, or other instrument from entering into this
Agreement.
(b)FORSAM will duly file all required disclosure
documents required by the Federal Securities Laws upon the
execution and consummation of this Agreement.
(c)FORSAM is the beneficial owner of at least
11,700,000 Shares and has full and complete legal and
equitable title thereto.
(f)There are no liens, pledges, chattel mortgages, or
other encumbrances of any kind against the Shares.
(g)There are no undisclosed interests, present or future,
in the Shares, nor does FORSAM know of any assertion of
such an interest.
(h)There are no provisions of any contract, indenture,
or other instrument to which FORSAM is a party or to which
the Shares, are subject which would prevent, limit, or
condition the sale and transfer of the Shares to ADINA.
(i)The representations, warranties, and covenants in
this Agreement, in the Exhibits to this Agreement,in
the documents and information presented from FORSAM to
ADINA do not contain and will not contain any untrue
statements of material facts that are necessary to the
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statements contained in this Agreement, in the Exhibits and
in the documents and information furnished to ADINA
which would render them misleading.
V. ADINA 'S COVENANTS
5.01ADINA hereby covenants as follows:
(a)On the Closing Date, ADINA shall deliver to FORSAM the
original Notes endorsed over to FORSAM.
(b)From the date hereof, ADINA will not assign or grant
any interest or agree to assign or grant any interest in
this Agreement without the prior written consent of FORSAM .
VI. FORSAM 'S COVENANTS
6.01 (a)FORSAM will not assign or grant any interest
or agree to assign or grant any interest in this Agreement
or the Shares without the prior written consent of FORSAM .
(B) At Closing, FORSAM covenants that it will provide
the Shares properly endorsed and duly executed as
required to transfer the shares into the name of ADINA .
VII. CONDITIONS OF CLOSING
It is a condition to Closing that:
7.01 ADINA
(a) ADINA shall deliver to FORSAM the original
Notes endorsed to FORSAM.
(b) ADINA has obtained all required corporate approvals.
(c) ADINA will file all required documents pursuant to
the Federal Securities Law and obtained all required
approvals.
7.02FORSAM
(a)FORSAM shall deliver to ADINA a certificate dated as
of the Closing Date that all the representations of
FORSAM remain true and correct without change and that
FORSAM has complied with all covenants.
(b)FORSAM will file all required documents pursuant to
the Federal Securities Law and obtained all required
approvals.
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(c)FORSAM has obtained all required corporate approvals.
(d)FORSAM shall deliver the Shares properly endorsed so as
to transfer them into the name of ADINA.
7.03ADINA and FORSAM will furnish to each other such
other documents and opinions as may be reasonably requested
by each of them to the other.
VIII. MISCELLANEOUS
8.01It is understood and agreed that both parties and
their representatives (including counsel and accountants)
shall keep confidential any information (unless
readily ascertainable from public or published information
or trade sources) obtained from either party concerning
the Agreement and this cancellation. In the event of the
termination of this Agreement, both parties and their
representatives shall promptly return to the other any
statements, documents, and other written information
obtained from the other party in connection therewith and
without retaining copies thereof.
8.02All representations and warranties by FORSAM, and
ADINA shall be true and correct as of the Closing Date,
shall survive the Closing Date, and shall bind FORSAM, and
ADINA and their heirs and assigns as to any breach
thereof not disclosed in writing or known to the parties
prior to the Closing Date.
8.03Notwithstanding anything to the contrary
herein contained, if prior approval of the transaction
contemplated by this Agreement is required from any
local, state, or federal governmental board,
commission, or other agency ("Approval"), then ADINA
and FORSAM hereby agree to use their best efforts to
obtain such Approval as expeditiously as possible, the
costs and expenses of which shall be borne by the party
whose primary responsibility it is under the law to obtain
such approval. It is the intent of the parties hereto
that if title to the Shares may not be transferred prior
to the granting of this Approval, then title to the
Shares shall not pass from ADINA to FORSAM until
approval has been obtained.
8.04No remedy conferred by any of the specific provisions
of this Agreement is intended to be exclusive of any
other remedy, and each remedy shall be cumulative and shall
be in addition to all other remedies given hereunder or
now or hereafter existing at law or in equity or by
statute or otherwise. The election of any one or more
remedies by FORSAM or ADINA shall not constitute a waiver
of the right to pursue other available remedies.
8.05In the event that any part of this Agreement is
determined by a court of competent jurisdiction to
be unenforceable, the balance of the Agreement shall remain
in full force and effect.
8.06This Agreement shall be interpreted and
construed according to the laws of the State of
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Texas notwithstanding any conflicts of law principles.
8.07This Agreement may be executed in counterparts
which when taken together shall constitute one document.
IN WITNESS WHEREOF, this Agreement has been executed by
the parties as of the date first written above.
FORSAM VENTURE FUNDING, INC.
By:________________________
Daniel Wettreich, Chairman
ADINA, INC.
_____________________________
Daniel Wettreich,
President
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Exhibit 10(b)
STOCK PURCHASE AGREEMENT
AGREEMENT made this 28th day of April, 1998 by and between
ADINA, INC., located at 2415 Midway Road, Suite 121,
Carrollton, Texas 75006 hereinafter referred to as "ADINA",
and FORSAM VENTURE FUNDING, INC. located at 2415 Midway Road,
Suite 121, Carrollton, Texas 75006, hereinafter referred to
as "FORSAM ".
WHEREAS, FORSAM wishes to acquire the Camelot Corporation
Preferred Shares, Series J from ADINA;
WHEREAS, ADINA wishes to sell the Series J;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements, the said parties hereby agree as follows:
I. PURCHASE
1.1 FORSAM agrees to transfer to ADINA 1,345,295
Preferred Shares, Series X in FORSAM ("Series X") for the
Series J.
1.02 ADINA agrees to accept the Series X in exchange for
the Series J.
II. CLOSING
2.01 On the Closing Date set forth in paragraph 2.03
hereof, ADINA agrees to deliver the Series J properly
endorsed and transferable into the name of FORSAM;
2.02 On the Closing Date set forth in paragraph 2.03 hereof,
FORSAM agrees to deliver the Series X properly registered in
the name of ADINA;
2.03 Closing shall take place on April 28, 1998 at the
offices of ADINA or such other time and place as FORSAM and
ADINA may agree.
III. ADINA 'S REPRESENTATIONS
3.01ADINA hereby warrants and represents the following
facts, the truth and accuracy of which are conditions
precedent to the Closing:
(a)ADINA is not required by any provision of federal,
state, or local law to take any further action or to seek any
governmental approval of any nature prior to the purchase by
it of the
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Shares;
(b)ADINA will provide to the extent available all necessary
information to FORSAM to permit the due filing of disclosure
documents required of FORSAM ;
(c)The representations, warranties, and covenants in this
Agreement, in the Exhibits to this Agreement, in the
documents and information presented from ADINA to FORSAM do
not contain and will not contain any untrue statements of
material facts that are necessary to the statements contained
in this Agreement, in the Exhibits and in the documents and
information furnished to FORSAM which would render them
misleading.
IV. FORSAM 'S REPRESENTATIONS
4.01FORSAM hereby warrants and represents the following
facts, the truth and accuracy of which are conditions
precedent to the Closing:
(a) FORSAM is not prevented by any federal, state, or local
law or by any provision of any contract, mortgage, indenture,
or other instrument from entering into this Agreement;
(b)FORSAM will duly file all required disclosure documents
required by the Federal Securities Laws upon the execution
and consummation of this Agreement.
(c)FORSAM has full and complete corporate authority to
create the Series X which will have the following rights:
1) non-voting;
2) non-yielding;
3) non-convertible;
4) a preference over the common shares of the Corporation
upon a liquidation or deemed liquidation of the Corporation.
(d)There are no liens, pledges, chattel mortgages, or other
encumbrances of any kind against the Series X;
(e)There are no undisclosed interests, present or future, in
the Series X, nor does FORSAM know of any assertion of such
an interest;
(f) There are no provisions of any contract, indenture, or
other instrument to which FORSAM is a party or to which the
Series X, are subject which would prevent, limit, or
condition the sale and transfer of the Series X to ADINA.
(g)The representations, warranties, and covenants in this
Agreement, in the Exhibits to this Agreement, in the
documents and information presented from FORSAM to ADINA do
not contain and will not contain any untrue statements of
material facts that are necessary to the
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statements contained in this Agreement, in the Exhibits and
in the documents and information furnished to ADINA which
would render them misleading.
(h) FORSAM will file all required documents with the State of
Delaware upon execution of this agreement for the
establishment to the Series X;
V. ADINA 'S COVENANTS
5.01ADINA hereby covenants as follows:
(a)On the Closing Date, ADINA shall deliver to FORSAM the
stock certificates representing the Series J properly
endorsed to transfer the Series J into the name of FORSAM;
(b)From the date hereof, ADINA will not assign or grant any
interest or agree to assign or grant any interest in this
Agreement without the prior written consent of FORSAM .
VI. FORSAM 'S COVENANTS
6.01 (a)FORSAM will not assign or grant any interest or
agree to assign or grant any interest in this Agreement or
the Shares without the prior written consent of FORSAM .
(B) At Closing, FORSAM covenants that it will provide the
Series X properly registered into the name of ADINA.
VII. CONDITIONS OF CLOSING
It is a condition to Closing that:
7.01 ADINA
(a) ADINA shall deliver to FORSAM the certificates for the
Series J with executed Stock Powers to transfer the Series J
into the name of FORSAM;
(b) ADINA has obtained all required corporate approvals;
(c) ADINA will file all required documents pursuant to the
Federal Securities Law and obtained all required approvals.
7.02FORSAM
(a)FORSAM shall deliver to ADINA a certificate dated as of
the Closing Date that all the
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representations of FORSAM remain true and correct without
change and that FORSAM has complied with all covenants;
(b) FORSAM will file all required documents pursuant to the
Federal Securities Law and obtained all required approvals.
(c) FORSAM has obtained all required corporate approvals;
(d) FORSAM shall deliver the Shares properly endorsed so as
to transfer them into the name of ADINA.
(e) FORSAM will provide certificates in the name of ADINA
representing the Series X.
(f) FORSAM will file all required documents with the State of
Delaware to create the Series X.
7.03ADINA and FORSAM will furnish to each other such other
documents and opinions as may be reasonably requested by each
of them to the other.
VIII. MISCELLANEOUS
8.01It is understood and agreed that both parties and their
representatives (including counsel and accountants) shall
keep confidential any information (unless readily
ascertainable from public or published information or trade
sources) obtained from either party concerning the Agreement
and this cancellation. In the event of the termination of
this Agreement, both parties and their representatives shall
promptly return to the other any statements, documents, and
other written information obtained from the other party in
connection therewith and without retaining copies thereof.
8.02All representations and warranties by FORSAM , and ADINA
shall be true and correct as of the Closing Date, shall
survive the Closing Date, and shall bind FORSAM , and ADINA
and their heirs and assigns as to any breach thereof not
disclosed in writing or known to the parties prior to the
Closing Date.
8.03Notwithstanding anything to the contrary herein
contained, if prior approval of the transaction contemplated
by this Agreement is required from any local, state, or
federal governmental board, commission, or other agency
("Approval"), then ADINA and FORSAM hereby agree to use
their best efforts to obtain such Approval as expeditiously
as possible, the costs and expenses of which shall be borne
by the party whose primary responsibility it is under the law
to obtain such approval. It is the intent of the parties
hereto that if title to the Shares may not be transferred
prior to the granting of this Approval, then title to the
Shares shall not pass from ADINA to FORSAM until approval
has been obtained.
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8.04No remedy conferred by any of the specific provisions of
this Agreement is intended to be exclusive of any other
remedy, and each remedy shall be cumulative and shall be in
addition to all other remedies given hereunder or now or
hereafter existing at law or in equity or by statute or
otherwise. The election of any one or more remedies by
FORSAM or ADINA shall not constitute a waiver of the right
to pursue other available remedies.
8.05In the event that any part of this Agreement is
determined by a court of competent jurisdiction to be
unenforceable, the balance of the Agreement shall remain in
full force and effect.
8.06This Agreement shall be interpreted and construed
according to the laws of the State of Texas notwithstanding
any conflicts of law principles.
8.07This Agreement may be executed in counterparts which
when taken together shall constitute one document.
IN WITNESS WHEREOF, this Agreement has been executed by the
parties as of the date first written above.
FORSAM VENTURE FUNDING, INC.
By:________________________
Daniel Wettreich, Chairman
ADINA, INC.
_____________________________
Daniel Wettreich,
President
