SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
JANUARY 6, 1997
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Date of Report
(Date of earliest event reported)
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 33-19584 23-2582701
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(State of Incorporation) (Commission File No.) (IRS Employer Ident. No.)
103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108
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(Address of principal executive offices)
210-659-8450
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(Registrant's telephone number)
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ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
Per an "Agreement" dated December 24, 1996 International Cryogenic Systems
Corporation (ICSC") agreed to invest in Rotary Power International, Inc.
("RPI") the sum of one million dollars ($1,000,000) in exchange for two million
shares (2,000,000) of RPI common stock. The $1,000,000 investment by ICSC is
secured and subject to the following conditions per the "Agreement".
ICSC has been invoiced (No. 122396) for $1,000,000 by RPI for certain good
inventory, serviceable by ICSC, and other tangible assets valued
in excess of $1,000,000, all to be delivered by February 1, 1997. And,
all supported by UCC Forms filed with the State. The invoice is to be
canceled upon fulfillment of the following two conditions per the
"Agreement".
If there is no equal matching funds of $1,000,000 and/or RPI Board of
Directors do not approve the stock purchase and merger agreement
with ICSC by January 30, 1997.
ICSC will have the first right to purchase (per invoice) RPI's interest in
Mars-Trans Affiliates LLC and all RPI engines (Masda, RPI and RMI) and
related engine parts and supplies for the aforesaid sum of $1,000,000.
Concurrent with the investment, ICSC and RPI have agreed in principal to merge
the two companies in a stock for stock acquisition, whereby RPI would become a
wholly owned subsidiary of ICSC. Upon completion of a definitive transaction
agreement and approval by the companies Board of Directors and stockholders,
each shareholder of RPI will receive (.363) shares of ICSC common stock. The
stock for stock transaction will result in ICSC issuing a fixed total number of
(1,516,196) shares of common stock for all the issued and outstanding shares of
RPI common stock at the time of closing and execution of the stock purchase and
merger agreement. January 1, 1997 will be the effective closing date of the
stock purchase and merger agreement for consolidated accounting and financial
reporting purposes.
It is understood and agreed that RPI Board of Directors will use their best
efforts to approve the execution of the stock purchase and merger agreement with
ICSC.
Nine major shareholders of RPI representing over 1,800,000 RPI shares have
agreed to vote their shares in favor of the merger.
Francis L. Simola, President and CEO of ICSC, has been elected to the Board of
Directors of RPI effective December 24, 1996.
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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 thereunto duly authorized.
Date: January 6, 1997
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
/s/Francis L. Simola
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FRANCIS L. SIMOLA
PRESIDENT/CEO
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