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
JUNE 12, 1997
Date of Report
(Date of earliest event reported)
POWERCOLD CORPORATION
(Exact name of registrant as specified in its charter)
FORMERLY
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
Nevada 33-19584 23-2582701
(State of Incorporation) (Commission File No.) (IRS Employer Ident. No.)
103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108
(Address of principal executive offices)
210 659-8450
(Registrant's telephone number)
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ITEM 1 - CHANGES IN CONTROL OF REGISTRANT
None
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
None
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 and, upon approval by the stockholders of Rotary Power
International, Inc., the Transaction will be completed. Rotary Power
International, Inc. is currently in the process of preparing a Proxy Statement
for approval of the Plan and Agreement of Merger.
Rotary Power International, Inc.'s current and anticipated cash resources are
not expected to be sufficient to enable Rotary Power International, Inc. to
continue its operations in an orderly manner. Accordingly, Rotary Power
International, Inc. requires additional financing in order to fund its
operations until it achieves positive cash flow from the sale of its products.
Therefore, the 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, the Company may not
continue as a "going concern" and creditors may force the Company into a
reorganization under Federal Bankruptcy laws or pursue other remedies against
the Company. Management of PowerCold continues to evaluate the deteriorating
condition of the Company and the feasibility of the Transaction in light of
current developments. If the Transaction as proposed is approved, PowerCold
will evaluate whether a reorganization of Rotary Power International, Inc.
under Federal Bankruptcy laws is appropriate.
ITEM 6 - RESIGNATIONS OF REGISTRANT'S DIRECTORS
Richard M. H. Thompson has declined to serve on the Board of Directors because
of the following:
1) To eliminate any possible cause of conflict of interest due to the pending
acquisition of Rotary Power International, Inc. by the Company.
2) There never was a formal directors acceptance by Richard M. H. Thompson
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
None
ITEM 8 - CHANGE IN FISCAL YEAR
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 thereunto duly authorized.
Date: JUNE 12, 1997
POWERCOLD CORPORATION
/s/Francis L. Simola
-----------------------
Francis L. Simola
President/CEO
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