UNITED STATES
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): August 23, 1999
Commission File Number: 0-18929
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INTERNATIONAL SEMICONDUCTOR CORP.
(Exact name of registrant as specified in its charter)
Nevada 13-3432594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11300 W. Olympic, Los Angeles, California 90064
(Address of principal executive offices) (Zip Code)
(562) 425-2376
(Issuer's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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Item 1. Changes in Control of Registrant
The proposed merger of International Semiconductor Corporation ("ISC")
with SemcoLABS, Inc. ("Semco"), a Florida corporation, was completed August
23, 1999. All of the issued and outstanding common stock of SemcoLABS will be
exchanged for 19,400,000 shares of restricted common stock of International
Semiconductor Corporation in a Section 368 share exchange agreement.
The controlling shareholders, following this transaction, will be Gary
Rosen, holding 5,500,000 shares and Gary Kaplan, also holding 5,500,000 shares
of common stock. The two persons voting together would constitute 50.2% of
the issued and outstanding common stock and would give them operational
control of the post-merger entity. Prior to the merger, no single shareholder
or contracted group of shareholders held control of ISC. Employment options,
based upon continued service to the company, will be granted to Rosen and
Kaplan, but no such agreements have been entered into or executed as of this
date. These grants will be subject to an impartial vote of the board of
directors, absent the vote of Rosen and Kaplan.
SemcoLABS is the only hands-on, on-site company in the nation to
specialize in the business of monitoring sanitation and bacteria levels for
the control of foodborne illnesses at specific critical control points in the
food service industry.
Semco's service is compliant with the newly-issued 1999 food code
covering Hazard Analysis of Critical Control Points or "HACCP". Semco also
provides an educational support system for food safety services, which
includes HACCP plans, food safety training and third-party audits.
Gary Kaplan, the current president of Semco (Florida), becomes president
of the merger company, with Gary Rosen, current Treasurer of Semco (Florida)
taking over the duties of Chief Financial Officer. Each will become a
director. Robert Terry, Chairman of ISC, will remain as Chairman.
Item 2. Acquisition or Disposition of Assets.
The merger agreement concluded on August 23, 1999, with the acquisition
by ISC of 100% of the common stock of SemcoLABS, Inc., a Florida corporation,
and its two wholly-owned subsidiaries, Semco Bio-Vision and Semco Scientific
Products, both Florida corporations. SemcoLABS currently has contracts with
several restaurant chains, food processing organizations, and territorial
joint venture partners for use of its testing processes and procedures.
Item 7. Financial Statements and Exhibits.
Audited financial statements of SemcoLABS are being prepared and will be
filed within 60 days.
SIGNATURES
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: August 23, 1999 /s/ Robert M. Terry
Robert M. Terry, Chairman
