SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 13, 1996
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Date of Report (Date of earliest event reported)
SUNLIGHT SYSTEMS, LTD.
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(Exact name of Registrant as specified in its charter)
Nevada 33-19598-D 84-0928627
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification
Number)
820 S. Colorado Blvd.
Denver, Colorado 80222
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(Address of principal executive offices ) (Zip Code)
(303)691-1900
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(Registrant's telephone number, including area code)
MENDELL-DENVER CORPORATION
1816 Cherokee Bluff Drive
Knoxville, Tennessee 37920-2220
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(Former name or former address)
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ITEM 1 CHANGES IN CONTROL OF REGISTRANT
On August 13, 1996, a change in control of Mendell-Denver Corporation ("the
Registrant") and a change in its primary business activities occurred as a part
of a corporate reorganization.
On that date, the resignations of the former officers and directors, consisting
of: Paul E. Mendell, Chairman of the Board, President, Chief Executive Officer
and a Director, Charles R. Rayman, Vice-president, Secretary, Treasurer, Chief
Financial Officer and a Director, and David M. Hedges, a Director became
unconditionally effective. Patricia E. Johnston is the sole Officer and Director
of the Registrant.
As part of a corporate reorganization, the Registrant, effective July 22, 1996,
was merged into its wholly owned subsidiary Sunlight Systems, Ltd., a Nevada
Corporation. By virtue of the Articles and Plan of Merger:
1. Mendell-Denver Corporation, a Colorado corporation was merged into
Sunlight Systems, Ltd., a Nevada Corporation;
2. The Registrant's name was changed to Sunlight Systems, Ltd.; and
3. Each five (5) shares of the Registrant outstanding shares, on the
effective date of the Merger, became exchangeable into one (1) share
of Sunlight Systems, Ltd.
As a consequence of such exchange, on the effective date of the Merger, the Ten
Million, Four Hundred and Ninety-One Thousand, Five Hundred and Fifty-Eight
(10,491,558) issued and outstanding shares of the Registrant. was reduced to Two
Million, Ninety-eight Thousand, Three Hundred and Twelve (2,098,312) shares.
After the Merger and in order to complete the corporate reorganization, the
Registrant accepted subscriptions for Six Million, Nine Hundred and One
Thousand, Seven Hundred and Fifty-Two (6,901,752) restricted shares from six (6)
individuals to provide funds for its proposed business activities. By virtue of
such subscriptions, three (3) persons, who were non-affiliated third parties,
acquired a controlling interest in the Registrant. Cheri L. Perry acquired Two
Million, Eighty-Three Thousand, Nine Hundred and Sixty (2,083,960) restricted
shares, in consideration of the payment of Three Hundred Thousand Dollars
($300,000.00) cash or cash equivalents; Bert Roosen acquired One Million,
Eighty-Three Thousand, Eight Hundred and Ninety-Six (1,083,896) shares in
consideration of Sixty-Six Thousand, Six Hundred and Sixty-Seven (66,667)
restricted shares of Energy Corporation, valued at Three Hundred Thousand
Dollars ($300,000.00); and Zenith Petroleum Corporation acquired Two Million,
Eighty-Three Thousand, Eight Hundred and Ninety-Six (2,083,896) shares in
consideration of the assignment of oil and gas properties valued at Three
Hundred Thousand Dollars ($300,000.00). Three (3) other non-affiliated
individuals who acquired minority interests in the Corporation, contributed cash
in the amount of Ninety Thousand Dollars ($90,000.00) and a total of One Hundred
Thousand (100,000) restricted common shares of Energy Corporation. The
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Registrant, as the holder of the restricted shares of Energy Corporation
contributed by the subscribers, including Mr. Roosen, is entitled to receive a
liquidating stock distribution of One Hundred Thousand (100,000) registered
common share of Intercell Corporation (NASDAQ: INCE) to be distributed, as part
of a Plan of Liquidating Dissolution of Energy Corporation, in three (3) equal
annual installments over the next three (3) years.
After the issuance of the subscribed shares, the Registrant has approximately
Nine Million, Sixty-Four Thousand (9,064,000) shares issued and outstanding. The
source of the funds utilized by the parties subscribing for the restricted
shares were the personal property of such individuals or persons. The valuation
of the property conveyed and the number of shares received were arbitrarily
determined by the Board of Directors and bears no relationship necessarily to
any established criteria of value.
As a result of the above transactions, Patricia E. Johnston, President and Sole
Director of the Registrant, Cheri L. Perry, Secretary and the beneficial owner
of more than ten percent (10%) of the Registrant, Bert Roosen, the beneficial
owner of more than ten percent (10%) of the Registrant and Zenith Petroleum
Corporation, the beneficial owner of more the ten percent (10%) of the
Registrant are deemed to be in control of the Registrant. Patricia E. Johnston
is the sole record and beneficial owner of Zenith Petroleum Corporation.
The cash and other property contributed by the subscribers will be used by the
Registrant in its new proposed business activities. The Registrant intends to
market and distribute a product known as the Sun Tunnel. This product is a home
improvement product, designed to be a replacement for standard custom built sky
lights. The Sun Tunnel is a circular sky light, mounted on the roof with a
flexible, highly reflective, silver lined tube connecting the roof mounted sky
light with an opening in the ceiling of the room where the light is to be
directed. Due to the flexible nature of the tubing, the sky light can be mounted
in virtually any place and the tubing flexed in any direction in the attic
space. The product was initially developed in Australia and has enjoyed
significant sales in those countries. The Management of Sun Tunnel Systems, Inc.
estimates that the product has a Sixty to Sixty-Five Percent (60%-65%) share of
all residential skylight business in Australia.
The Registrant has acquired a license from Sun Tunnel Systems, Inc. to sell and
distribute such products, as a dealer in the State of Colorado (Counties:
Larimer, Boulder, Jefferson, Weld, Adams, Arapahoe, Douglas, El Paso, Fremont,
Pueblo, Pitkin, Eagle, Summit and Lake.) and the State of Nevada (Counties:
Clark (Las Vegas)). Further, it has earned the distributorship rights for such
product for the states of Indiana, Illinois, Ohio and Michigan. The Registrant
is in the formative stages of its proposed business activities, but is beginning
to see favorable response and sales to its marketing activities.
As result of the corporate reorganization described herein, Registrant's new
CUSIP Number is: 86737P 10 3 and it has reserved the symbol SUNY for its common
stock, if and when trading has been approved on the Bulletin Board.
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ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired; None.
(b) Exhibits
2.1 Articles and Plan of Merger of Mendell-Denver Corporation and
Sunlight Systems, Ltd. as filed with the Secretary of the
State of Colorado on July 19, 1996 and the State of Nevada on
July 22, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has dully caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 15, 1996 SUNLIGHT SYSTEMS, LTD.
/s/ Patricia E. Johnston
-----------------------------
Patricia E. Johnston,
President
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ARTICLES AND PLAN OF MERGER
OF
MENDELL-DENVER CORPORATION
INTO
SUNLIGHT SYSTEMS, LTD.
THIS ARTICLE AND PLAN OF MERGER (the "Merger Agreement:") is made as of
this 18th day of July, 1996, by and between Mendell-Denver Corporation, a
corporation organized and existing under the laws of the State of Colorado,
located at 370 Seventeenth Street, Suite 3290, Denver, Colorado 80202
("Mendell") and Sunlight Systems, Ltd., a corporation organized and existing
under the laws of the State of Nevada, located at 820 S. Colorado Boulevard,
Denver, Colorado 80222 ("Sunlight").
RECITALS
WHEREAS, Mendell owns One Hundred Percent (100%) of the outstanding
shares of Sunlight and desires to merge into Sunlight;
WHEREAS, Sunlight is a party to a certain Agreement and Plan of Merger
with Mendell dated as of July 18, 1996 (the "Merger Agreement") providing for,
among other things, the merger of Mendell into Sunlight (the "Merger").
WHEREAS, the Board of Directors of Mendell and Sunlight have determined
that it is advisable and generally to the advantage and welfare of Mendell,
Sunlight and their respective shareholders that Mendell be merged with and into
Sunlight on the terms and conditions set forth in this Merger Agreement;
WHEREAS, the respective Boards of Directors of Mendell and Sunlight, by
resolutions dully adopted, have approved and adopted this Merger Agreement and
directed that it be submitted to the shareholders of Mendell and Sunlight; and
WHEREAS, the number of votes cast for the Merger Agreement by each
voting group of Mendell and Sunlight entitled to vote separately on the merger
was sufficient for approval by that voting group;
NOW THEREFORE, in consideration of the Recitals and of the mutual
provisions, agreements and covenants herein contained, Mendell and Sunlight
hereby agree as follows:
ARTICLE I
Corporate Existence of the Surviving Corporation
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At the Effective Time of the Merger, Mendell shall be merged with and
into Sunlight which shall be the surviving corporation. The corporate identity,
existence, purposes, powers, franchises, rights and immunities of Sunlight
(hereinafter sometimes referred to as the "Surviving Corporation") shall
continue unaffected and unimpaired by the Merger and the corporate identity,
existence, purposes, powers, franchises, rights and immunities of Mendell shall
be merged into the Surviving Corporation and the Surviving Corporation shall be
fully vested therewith. The separate existence of Mendell, except insofar as
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otherwise specifically provided by law, shall cease at the Effective Time of the
Merger, whereupon Mendell and the Surviving Corporation shal be and become one
single corporation.
ARTICLE II
Articles of Incorporation of Surviving Corporation
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The Articles of Incorporation of Sunlight Systems, Ltd., as in effect
immediately prior to the Effective Time of the Merger, shall continue in full
force and effect as the Articles of Incorporation of the Surviving Corporation.
ARTICLE III
Bylaws of Surviving Corporation
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The Bylaws of Sunlight as in effect immediately prior to the Effective
Time of the Merger shall continue in full force and effect as the Bylaws of the
Surviving Corporation until amended in accordance with law.
ARTICLE IV
Directors and Officers of Surviving Corporation
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The duly qualified and acting directors and officers of Sunlight
immediately prior to the Effective Time of the Merger shall be the directors and
officers of the Surviving Corporation, each such director or officer to hold
office until the term for which he as previously been elected shall expire and
until his successor has been elected and qualified.
ARTICLE V
Conversion and Exchange of Shares
and Options to Purchase Shares
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A. The manner of converting and exchanging the shares of each of
Sunlight and Mendell shall be as follows:
1. At the Effective Time of the Merger, each holder of Common Stock
of Mendell shall have such holder's shares converted into one
(1) common share of Sunlight for each five (5) shares of Mendell
owned by holder.
2. At the Effective Time of the Merger, each holder of an option to
purchase Common Stock of Mendell shall have an option to
purchase shares of the Common Stock of Sunlight (in the same
1-to-5 ratio as existing shareholders), subject to all of the
other terms and conditions of the option.
3. At the Effective Time of the Merger, all capital stock of
Mendell owned by Mendell as treasury shares shall be canceled
and such shares shall not be converted into shares of the Common
Stock of Sunlight.
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4. No fractional shares of Sunlight Common Stock shall be issued in
connection with the merger. Instead, each holder of record, at
the Effective Date, of shares of Mendell Common Stock entitled
to a fractional interest arising from the conversion of such
shares shall receive a cash payment for such fractional share.
The cash payment for such fractional share shall be based upon
an assumed value of $0.05 per shares for Sunlight Common Stock.
B. At or immediately following the Effective Time of the Merger, each
holder of an outstanding certificate or certificates which prior thereto
represented shares of Mendell's Common Stock shall surrender the same to
Sunlight or its designated agent, and each such holder shall be entitled upon
such surrender to receive in exchange therefor, a certificate or certificates
representing the number of Sunlight's Common Stock into which the certificate or
certificates so surrendered shall have been converted as aforesaid. Until
surrendered to, and canceled by, Sunlight, each certificate which, prior to the
Effective Time of the Merger, represented outstanding shares of Mendell's Common
Stock shall be deemed for all corporate purposes to evidence the number of
shares of Sunlight's Common Stock into which the same shall have been converted.
Dividends on Common Stock of Mendell (if any are declared) payable after the
Effective Time of the Merger with respect to such shares shall not be paid with
respect thereto until the related Mendell certificate shall have been
surrendered, whereupon they shall be paid without interest to the person in
whose name Sunlight's certificates are issued. Notwithstanding the foregoing,
any shareholder of Mendell who lawfully elects to exercise his right to dissent
from the Merger in accordance with Sections 7-113-101 through 7-113-209 of the
Colorado Business Corporation Act will not be deemed to have converted his
shares of Mendell into shares of Sunlight until such time as that shareholder is
no longer entitled to payment for his shares. At that time, shares of Mendell
shall be deemed converted into shares of Sunlight as foresaid as of the
Effective Time.
C. All shares acquired from dissenting Mendell shareholders, if any,
pursuant to Sections 7-113-101 through 7-113-209 of the Colorado Business
Corporation Act shall be canceled upon payment therefor.
D. If prior to the Effective Time the outstanding shares of Mendell or
Sunlight are decreased, increased, changed into, or exchanged for a different
number or kind of shares of Mendell or Sunlight, as the case may be, through any
transaction (including stock dividends, stock splits, reclassifications, etc.),
then the number of shares of Sunlight Common Stock to be received by each
shareholder of Mendell at the Effective Time shall be appropriately adjusted.
ARTICLE VI
Effect of the Merger
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At the Effective Time of the Merger, the Surviving Corporation shall
succeed to, without other transfer, and shall possess and enjoy, all the rights,
privileges, immunities, powers and franchises both of a public and a private
nature, and be subject to all the restrictions, disabilities and duties of both
Sunlight and Mendell, and all the rights, privileges, immunities, powers and
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franchises of both Sunlight and Mendell, and all property, real, personal and
mixed, tangible or intangible, and all debts due to both Mendell and Sunlight on
whatever account, for stock subscriptions as well as for all other things in
action or belonging to each of said corporations, shall be vested in the
Surviving Corporation; and all property, rights, privileges, immunities, powers
and franchises, and all and every other interest shall be thereafter,
effectually the property of the Surviving Corporation as they were of both
Sunlight and Mendell, and the title to or any interest in any real estate vested
by deed or otherwise in both Sunlight and Mendell shall not revert or be in any
way impaired by reason of the Merger; provided, however, that all rights or
creditors and liens upon any property of either Sunlight or Mendell shall be
preserved unimpaired, limited in lien to the property affected by such liens at
the Effective Time of the Merger, and all debts, liabilities and duties of both
Sunlight and Mendell, respectively, shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by the Surviving
Corporation.
ARTICLE VII
Effective Time of the Merger
----------------------------
The "Effective Time" of the Merger shall be the date and time that this
Agreement and Plan of Merger is filed with the Secretary of State of the State
of Nevada, which date complies with Section 7-111-104(5) of the Colorado
Business Corporation Act.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement and Plan of Merger to be executed on its behalf and its corporate seal
to be hereunto affixed, all as of the day and year first above written.
MENDELL-DENVER CORPORATION
/s/ Patricia E. Johnston
By: _______________________________
Patricia E. Johnston, President
Attest:
/s/ Kristi J. Kampmann
_______________________________________
Kristi J. Kampmann, Assistant Secretary
SUNLIGHT SYSTEMS, LTD.
/s/ Patricia E. Johnston
By: _______________________________
Patricia E. Johnston, President
Attest:
/s/ Cheri L. Perry
____________________________________
Cheri L. Perry, Secretary
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STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this 16 day of July,
1996 by Patricia E. Johnston and Kristi J. Kampmann, respectively, of
Mendell-Denver Corporation, a Colorado corporation, on behalf of the
corporation.
/s/ Glenda G. Schroeder
-----------------------------------
Notary Public
My commission expires May 31, 1998
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this 16 day of July,
1996 by Patricia E. Johnston and Cheri L. Perry, respectively, of Sunlight
Systems, Ltd., a Nevada corporation, on behalf of the corporation.
/s/ Glenda G. Schroeder
-----------------------------------
Notary Public
My commission expires May 31, 1998
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