Sequential Page 3 of 4
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
SEPTEMBER 18, 2000
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
POWERCOLD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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)
<PAGE>
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
(A) Licensing Agreement
--------------------
A Non-Exclusive Manufacturing License Agreement, dated as of the 16th day of
August, 2000, was executed by and between Rotary Power Enterprise, Inc., a
wholly owned subsidiary of the Company, the Licensee, and Rotary Power
International, Inc., a Delaware Corporation, as Licensor, has granted to the
Licensee a non-exclusive license and right to manufacture, install, service and
warranty the Licensor's Carbureted Natural Gas Fueled 580 Series Rotary Engine.
(B) Intermagnetics General Corporation - J. E. Liss & Company, Inc.
----------------------------------------------------------------------
The Company was recently made aware of a transaction between Intermagnetics
General Corporation and J. E. Liss & Company, Inc. whereby
Intermagnetics General Corporation is to sell 1,354,786 shares of the Company's
common stock to J. E. Liss & Company for the aggregate purchase price of
$1,300,000.
The Company has engaged J. E. Liss & Company, as the Company's non-exclusive
investment banking agent, to provide the Company with financial advisory and
consulting services, relating to, among other things, the development of a
strategic financial and business plan for the Company, acquisitions,
divestitures, restructurings, recapitalizations, consolidations, formation of
joint ventures and negotiations with lenders and other potential providers of
capital.
(C) Settlement of Litigation.
---------------------------
Effective August 31, 2000, The Company, Nauticon, Inc. and Robert E. Jenkins
agreed upon a full and final settlement of the lawsuit titled Nauticon, Inc. et
al Vs Robert E. Jenkins Cause No. 97-13035, in the 53rd District court of Travis
County, Texas,
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
POWERCOLD CORPORATION
FORM 8-K
Signatures
In accordance with 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.
POWERCOLD CORPORATION
Date: September 18, 2000
/s/Francis L. Simola
----------------------------
Francis L. Simola
President and CEO
