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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 17, 1997
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EXHIBITRONIX, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 33-19345-LA 93-0943718
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
c/o Richard Tingle, Q.C., 1250, 639 5th Avenue S.W.,
Calgary, Alberta, Canada T2P 3R7
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (403) 271-0669
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5324 Michelson Avenue, #23D, Irvine, California 92612
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change in control of the Registrant occurred on September 17, 1997.
On such date, Jay A. Geier and Ronald Shepston sold an aggregate of 5,200,000
shares of restricted common stock of the Registrant to NB Financial Limited, a
corporation organized pursuant to the laws of the Cook Islands (the
"Purchaser"), in consideration of the payment of $50,000 and the delivery of the
Purchaser's secured promissory note (the "Promissory Note") in favor of Mr.
Geier in the sum of $150,000. The Promissory Note bears simple interest at the
rate of 10% per annum; all principal and accrued interest is due and payable on
or before February 28, 1998. Pre-payments, if any, may be made without penalty.
On the date of closing, the Purchaser entered into a stock pledge agreement (the
"Pledge Agreement") in favor of Mr. Geier, pursuant to the terms of which all of
the shares of the Registrant's common stock acquired by the Purchaser (as well
as the proceeds therefrom and any other collateral thereafter acquired) were
pledged in support of the Purchaser's obligations under the Promissory Note. In
the event of a default under the terms of the Promissory Note, Mr. Geier may,
upon the occurrence of certain events, exercise the rights and remedies, as
defined in paragraphs 7.1, 7.2, and 8 of the Pledge Agreement, as set forth
below:
"7.1 Rights in the Event of Default. If an Event of Default shall have
occurred and be continuing and the Pledgee shall have given notice to the
Pledgor of the Pledgee's intent to exercise the following rights: (i) the
Pledgee shall have the right to receive any and all payments of any
character paid in respect of the Collateral and make application thereof
to the Obligations (in the manner set forth in paragraph 8 hereof) and
(ii) all Pledged Stock shall be registered in the name of the Pledgee or
its nominee, and the Pledgee or its nominee may thereafter exercise (A)
all voting, corporate, and other rights pertaining to the Pledged Stock
at any meeting of shareholders of the Company or otherwise and (B) any
and all rights of conversion, exchange, subscription, and any other
rights, privileges, or options pertaining to the Pledged Stock as if it
were the absolute owner thereof (including, without limitation, the right
to exchange at its discretion any and all of the Pledged Stock upon the
merger, consolidation, reorganization, recapitalization or other
fundamental change in the corporate structure of the Company, or upon the
exercise by the Pledgor or the Pledgee of any right, privilege or option
pertaining to such shares of the Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged
Stock with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as it may determine),
all without liability except to account for property actually received by
it, but the Pledgee shall have no duty to exercise any such right,
privilege or option and shall not be responsible for any failure to do so
or delay in so doing; provided, however, that the Pledgor may exercise
any such right, privilege or option if the Pledgee fails or delays in so
doing, only if
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such exercise by the Pledgor, in the Pledgee's reasonable judgment, would
not impair the Collateral or result in any violation of any provision of
the Transaction Documents; provided, further, that the Pledgee's exercise
of his rights, as set forth in section (ii) above, shall be conditioned
upon the Pledgor's use of its best efforts as a controlling stockholder
of the Company, or otherwise, to cause each and every business
combination transaction or acquisition of equity or assets of any third
party or any assumption of liabilities of any third party to be
rescinded, such that each such transaction will be void ab initio, and
that, immediately prior to the Pledgee's exercise of his rights hereunder
and under the Note, the Company's financial status will be substantially
similar to its current status, with the exception that any sales of the
Company's equity for cash shall not be subject to such rescission. If
such rescissions are not commenced and finalized within a reasonable
period of time, the condition precedent set forth in the immediately
preceding proviso will be deemed to have been waived by the Pledgor."
"7.2 Not Conditioned or Contingent. The rights of the Pledgee
hereunder shall not be conditioned or contingent upon the pursuit by the
Pledgee of any right or remedy against the Pledgor or the Company or
against any other person which may be or become liable in respect of all
or any part of the Obligations or against any other collateral security
therefor, guaranty thereof or right of offset with respect thereto."
"8. Remedies. Subject to the conditions set forth in the final proviso of
Section 7.1, above, if an Event of Default shall have occurred and shall
be continuing, the Pledgee may exercise, in addition to all other rights
and remedies granted in this Pledge Agreement and in any other instrument
or agreement securing, evidencing or relating to the Obligations,
including, without limitation, the Transaction Documents, all rights and
remedies of a secured party under the UCC or any other applicable law.
Without limiting the generality of the foregoing, the Pledgee, without
demand of performance or other demand, defense, presentment, protest,
advertisement or notice of any kind (except any notice required by law)
to or upon the Pledgor, the Company or any other person (all and each of
which demands, defenses, presentments, protests, advertisements and
notices are hereby waived, except any notice required by law) may in such
circumstances forthwith collect, receive, appropriate and realize upon
the Collateral, or any part thereof, and/or may forthwith sell, assign,
give an option or options to purchase or otherwise dispose of and deliver
the Collateral or any part thereof (or contract to do any of the
foregoing), in one or more portions, upon such terms and conditions and
at such prices as it may deem advisable, for cash or on credit or for
future delivery without assumption of any credit risk. The Pledgee shall
have the right, to the extent permitted by law, upon any such sale or
sales, to purchase the whole or any part of the Collateral so sold, free
of any right or equity of redemption in the Pledgor, which right or
equity is hereby
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waived or released. The Pledgee shall apply any Proceeds from time to
time held by it and the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred therein or
incidental to the care or safekeeping of any of the Collateral or in any
way relating to the Collateral or the rights of the Pledgee hereunder,
including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations in
whatever order the Pledgee may elect and only after such application and
after the payment by the Pledgee of any other amount required by any
provision of law, including, without limitation, Section 9-504(1)(c) of
the UCC, need the Pledgee account for the surplus, if any, to the
Pledgor. The Pledgor waives all claims, damages and demands it may
acquire against the Pledgee arising out of the exercise by the Pledgee of
any of its rights hereunder, except any that may arise from the gross
negligence or misconduct of the Pledgee. If any notice of a proposed sale
or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition. The Pledgee shall not be obligated to
make any sale of Collateral regardless of notice of sale having been
given. The Pledgee may postpone or adjourn any sale of any Collateral
from time to time by announcement at the time and place fixed therefor,
and such sale may, upon further notice, be made at the time and place to
which it was so postponed or adjourned."
As of the closing date, 6,428,078 shares of common stock of the
Registrant were issued and outstanding. As of such date, there were no
outstanding options, warrants, or other rights to acquire shares of its capital
stock; and there were no obligations of the Registrant convertible into shares
of its capital stock. Accordingly, as of such date, and excluding the terms and
conditions of the Pledge Agreement, the Purchaser was the beneficial and record
owner of 80.9% of the Registrant's common stock.
As of the closing date, Mr. Geier, Mr. Shepston, and Ms. Heather
Montgomery resigned as directors and executive officers of the Registrant. On
such date, Norman Wright was appointed to serve as the Registrant's sole
director and Chief Executive Officer, Chief Financial Officer, and Secretary.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date October 17, 1997 /s/ NORMAN WRIGHT
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Norman Wright
Chief Executive Officer,
Chief Financial Officer,
and Secretary
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