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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 and Exchange Act of 1934
Date of Report: July 23, 1997
POWERCOLD CORPORATION
______________________________________________________
(Exact Name of Registrant as Specified in its Charter)
FORMERLY
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
NEVADA
______________________________________________
(State or Other Jurisdiction of Incorporation)
33-19584 23-2582701
________________________ ____________________________________
(Commission File Number) (IRS Employer Identification Number)
103 GUADALUPE DRIVE CIBOLO, TEXAS 78108
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
210 659-8450
_______________________________________________
(Registrant's Phone Number, Including Area Code)
_____________________________________________________________________________
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 21, 1997, the Company and Rotary Power International, Inc.
agreed to the First Amendment to the Plan and Agreement of Merger.
The Parties agreed to amend Section 1.2 - The Closing by extending
the Agreement an additional forty five (45) days.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
The Company and Rotary Power International, Inc. signed a Plan and
Agreement of Merger on March 21, 1997. A Proxy Statement/Prospectus is
currently being prepared, and upon approval by the shareholders of
Rotary Power International, Inc., the Transaction will be completed.
Since the Company initially entered into an Agreement to merge with
Rotary Power International, Inc., there has been a continuing
deterioration in Rotary Power's negative cash flow from operations.
Funding provided by the Company, which initially invested $1,000,000 in
equity and the $1,000,000 in proceeds from bondholders, was not
sufficient to support daily cash flow needs through the first (5)
months of 1997. The Company did not have any obligation to support
Rotary Power with any additional financing. In early May the Company
voluntarily loaned Rotary Power $100,000 for back due rent on the
building, $75,000 for the May interest payment on bond debt, and on
June 19, 1997 the Company loaned Rotary Power an additional $41,767 due
employees for payroll. In June 1997 Management decided not to loan
Rotary Power any additional funds for two reasons; the uncertainty of
Rotary Power's collateral for the Company's financing and after
Receiving documentation from Company's General Counsel based on his
investigation of Rotary Power, which recently uncovered probable
misrepresentation of material financial information by RPI to PowerCold
in December 1996 and thereafter. Currently Rotary Power is in default
on accounts payable due vendors, payments to the landlord, and payments
to the bondholders Trustee. Consequently, Rotary Power International,
Inc. requires additional funding for its daily operations. Therefore,
the economic viability and long-term future of Rotary Power
International, Inc. depends on its ability to obtain additional sources
of financing, and there can be no assurance that such financing can be
obtained on acceptable terms or at All. Due to the uncertainties and
risks of lack of financing, Rotary Power may not continue as a "going
concern" and creditors may force Rotary Power into a reorganization
under Federal Bankruptcy. Management of the Company continues to
evaluate the deteriorating condition of Rotary Power and the
feasibility of additional financing from investors. If the Plan
and Agreement of Merger, extended an additional (45) days, is approved
by Rotary Power shareholders the Company will re-evaluate the
feasibility of Rotary Power's products and organization.
<PAGE>
On July 9, 1997, Company Counsel was notified by Counsel for the
Trustee for the NJEDA Bonds, that Rotary Power International, Inc. is
prohibited from entering into a merger transaction unless it first
meets certain conditions, set forth in the prior Bondholders Loan
Agreement with Rotary Power International, Inc.
Management of the Company has become aware that filings with the
Securities and Exchange Commission on behalf of the Company by Rotary
Power International, Inc. contained false and misleading statements.
These Were apparently filed on July 22, 1997. (herein "the July 22,
1997 filing")
The July 22, 1997 filing by Rotary Power International, Inc. states
that On March 31, 1997, the Directors of Rotary Power International,
Inc. elected Francis L. Simola, President and CEO of PowerCold
Corporation to fill a vacancy on the Board of Directors of Rotary Power
International, Inc. and to serve as the Secretary of Rotary Power
International, Inc.
Francis L. Simola, President and CEO of the Company did not fill a
Vacancy on the Board of Directors of Rotary Power International, Inc.
and did not serve as Secretary of Rotary Power International, Inc. for
the assumed period of March 31, 1997 through July 16, 1997, and he has
never been a Director or Officer, nor held any position with Rotary
Power International, Inc. at any time. Reference attached letter dated
June 17, 1997.
On May 21, 1997, Francis L. Simola received for the first time, a
Facsimile copy of Minutes of The Board of Directors of Rotary Power
International, Inc. apparently held on March 31, 1997, stating that he
was present by invitation at the Board Meeting (Mr. Simola was neither
invited nor contacted), which purported to elect Mr. Simola as a
Director and Secretary and asking for his signature as Secretary of the
Meeting.
Francis L. Simola was never present at the Board meeting on March 31,
1997, either in person or by phone. Mr. Simola has never agreed
verbally nor accepted in writing any position as Director or Officer of
Rotary Power International, Inc.
The July 22, 1997 filing by Rotary Power International, Inc. also
States that the remaining four Directors of Rotary Power International,
Inc. had resigned effective April 1, 1997 purportedly based on a
written demand received by counsel to PowerCold and on the belief that
Mr. Simola's election as a Director and Secretary of Rotary Power
International, Inc. had become effective; and further alleges that on
July 16, 1997, the former Directors held a meeting and rescinded their
resignations as Directors and elected Mr. Thompson as President and CEO
of the Company on July 16, 1997.
Unfortunately these statements all presume that there were no Officers
and Directors of Rotary Power International, Inc. between March 31,
1997 and July 16, 1997. The Officers and Directors of Rotary Power
International, Inc. remained in their respective positions during that
time, and that Richard M.H. Thompson always remained and held himself
out as the President and CEO of Rotary Power International, Inc.
Reference the following:
* When PowerCold Counsel asked for Rotary Power International, Inc.
Directors resignations, there was no Amendment as such to the Plan and
Agreement of Merger between PowerCold Corporation and Rotary Power
International, Inc. per the following sections:
<PAGE>
Section 5.2(d) The Buyer and the Transitory Subsidiary shall have
Received the resignations, effective as of the Effective Time of each
director and officer of the Company and its Subsidiary specified by the
Buyer in writing on or prior to the Closing.
Section 7.9 No amendment of any provision of this Agreement shall be
Valid unless the same shall be in writing and signed by all of the
Parties.
* Rotary Power International, Inc. Directors did not file the required
Form 8-K Item 6 - "Resignations of Registrant's Directors' in a timely
manner that all their Directors resigned. No Form 8-K filing occurred
until the July 22, 1997 filing. No explanation has been provided by
Rotary Power why it has not made timely and appropriate disclosures of
Rotary Power, its Directors and Officers since March 31, 1997.
* Richard M.H. Thompson has continually acted and held himself out as
President and CEO of Rotary Power International, Inc. during the period
between March 31, 1997 and July 16, 1997. As President and CEO of
Rotary Power International, Inc. during such period, he has filed SEC
filings, Has communicated in writing by both signing and receiving
letters and correspondence with third parties, and has made daily
management decisions pertaining to operations of the business, cash
disbursements and employee duties and relations.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
None
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None
ITEM 8. CHANGE IN FISCAL YEAR
None
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SIGNATURES
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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.
Date: July 23, 1997
POWERCOLD CORPORATION
/s/ Francis L. Simola
___________________________________
Frank L. Simola
Title: President/CEO
