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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported): Commission File Number:
DECEMBER 15, 1995 0-17303
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VECTOR AEROMOTIVE CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 33-0254334
State of Incorporation (I.R.S. Employer
Identification Number)
7601 CENTURION PARKWAY SOUTH
JACKSONVILLE, FL 32256
(904) 645-0505
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(Address of principal executive
offices and telephone number)
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ITEM 5. OTHER EVENTS
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a. Effective November 21, 1995, the Company has received a $1 million
advance from its controlling stockholder, V'Power Corporation, and has entered
into a Letter Agreement, subject to the execution of definitive agreements, to
provide for an additional investment by V'Power. The agreement would result
in the issuance of an additional 10 million shares of Common Stock to V'Power
at a price of $.45 per share, and the issuance to V'Power for $500,000 of an
option for 50 million shares with an exercise price $.45 per share. For
additional information concerning the letter of intent, refer to Exhibit 99.1
included herein.
b. See Exhibit 99.2 for information contained in the Company's press
release issued on December 15, 1995.
ITEM 7. EXHIBITS
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99.1 Letter of Intent dated November 21, 1995 between V'Power and the
Company
99.2 Press release issued on December 15, 1995
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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 hereunto duly authorized.
VECTOR AEROMOTIVE CORPORATION
Dated: December 15, 1995 By: /s/ D. PETER ROSE
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D. Peter Rose, President
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EXHIBIT 99.1
VECTOR AEROMOTIVE CORPORATION
November 21, 1995
V'Power Corporation
WISMA KYOEI PRINCE 25th FL
Jln. Jend. Sudiman Kav. 3-4
Jakarta 10220
Indonesia
Attention: Mr. Sudjaswin E. L.,
President and Managing Director
Re: Purchase of Common Shares of
Vector Aeromotive Corporation
Dear Sir:
This letter will serve as a letter of intent to confirm recent
discussions by and between Vector Aeromotive Corporation, a Nevada corporation
("Vector") and you and your representatives (hereinafter "VPC") regarding the
proposed purchase by VPC of 10,000,000 Common Shares, par value $.01 per share,
of Vector, and certain related matters. The 10,000,000 Common Shares are
hereinafter referred to as the "Shares" and the date on which purchase of the
Shares is to take place shall be referred to as the "Closing Date" or the
"Closing". The Closing shall occur within 90 days from the date hereof,
subject to extension if agreed by the parties.
1. The Share Purchase.
(a) As a result of discussions between the parties,
Vector has determined to offer VPC the right to subscribe to, and purchase, the
Shares (the "Share Purchase"). The Shares shall be issued to VPC from the
authorized and unissued Common Shares of Vector at the time of the Closing.
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V'Power Corporation -2- November 21, 1995
(b) The purchase price of the Shares shall be $.45 per
share for a total of $4,500,000 (hereinafter the "Purchase Price"). Except as
otherwise set forth herein, the Purchase Price shall be paid at Closing by
wire transfer.
(c) The Shares shall be purchased pursuant to the terms of a
definitive Share Purchase Agreement (the "Agreement"). The Agreement shall set
forth the terms described in this letter as well as, among other things,
representations and warranties of Vector, covenants of Vector, representations
and warranties of VPC, conditions precedent to the Closing, provisions
regarding indemnification of VPC, and provision for an opinion addressed to VPC
from legal counsel to Vector in form and substance satisfactory to VPC and its
counsel.
2. Option For Purchase of Additional Common Shares.
Contemporaneously with the execution of the Agreement, and whether or not the
Share Purchase is consummated, the parties shall enter into an option agreement
(the "Option Agreement") whereby VPC shall have the right, but not the
obligation, to purchase up to an aggregate of 50,000,000 Common Shares, par
value $.01 per share, of Vector for, a purchase price of $.45 per share
(hereinafter the "Option Exercise Price"). The Option Agreement shall provide
that the option (the "Option") granted therein shall be freely transferable and
freely exercisable by VPC at any time commencing on the Closing Date and
terminating 12 months from the Closing Date. At the Closing, VPC shall pay, in
addition to the Purchase Price, the sum of $500,000 to Vector (the "Option
Purchase Price"). The Option Purchase Price shall be deemed consideration
given for the Option, but shall be separate and apart from the Option Exercise
Price payable on exercise of the Option.
3. Advance. Vector has previously advised VPC that, due to
on-going operation requirements, Vector requires urgently an advance against
the Purchase Price to meet immediate financial need. VPC has agreed, within
three business days of the execution of this Letter of Intent, to provide an
advance against the Purchase Price in the amount of $1,000,000 to Vector (the
"Advance") pursuant to a promissory note in the form attached as Exhibit A (the
"Note"). If the Closing does not take place for any reason within 90 days of
the date of this Letter of Intent then, in such event, at VPC's sole option,
Vector shall either (a) repay the Note or (b) cause its transfer agent to issue
to V'Power 2,222,222 Common Shares, and Vector shall retain the funds
represented by the Advance as the purchase price of such Common Shares. If the
Closing does take place, the Advance and accrued interest thereon shall be
credited by
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V'Power Corporation -3- November 21, 1995
Vector to the amount of the Purchase Price due and payable by VPC at the
Closing.
4. Registration Rights. At the Closing, in addition to executing
the Agreement and other ancillary documents described herein, the parties shall
execute and deliver to each other a registration rights agreement (the
"Registration Rights Agreement") which shall entitle VPC, on or after the
Closing Date, to demand that Vector cause to be filed and become effective
under the Securities Act of 1933, as amended, a registration statement covering
any or all of the Common Shares which VPC or its transferee(s), if any, shall
have purchased under the Agreement or may acquire upon exercise of the Option
under the Option Agreement.
5. Closing. The parties acknowledge that all elements of the
Share Purchase will be required to take place simultaneously (except as
otherwise set forth herein) and shall be deemed as a single transaction, and no
element shall be deemed to have been completed and no document or certificate
shall be deemed to have been delivered until all elements are completed and all
documents and certificates are delivered.
6. Expenses, etc. Whether or not the Share Purchase is
consummated, Vector hereby agrees to indemnify and hold harmless VPC, its
officers, directors, agents or employees from all losses, claims, damages,
costs, expenses (including reasonable attorney's fees) or amounts rendered in
judgment, concerning or relating to, or arising out of, directly or indirectly,
the negotiation, documentation and consummation of the transactions described
herein, or any claims or litigation relating thereto.
7. General. The parties acknowledge that this document is a
letter of intent and no liability or obligation of any nature is intended to be
created between the parties except with respect to the price described in
paragraph 1 and 2 of the Shares and the Option and the provisions of paragraph
6. Neither party may terminate this Letter of Intent prior to 90 days from the
date hereof. Each party covenants to proceed promptly and in good faith to
conclude the arrangements with respect to the Share Purchase, but also
acknowledges its understanding that any legal obligation by or among any of the
parties shall be only as set forth in the definitive Agreement and ancillary
documents.
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V'Power Corporation -4- November 21, 1995
If the foregoing is acceptable to you, kindly execute
duplicate copies of this letter, retain a counterpart of this letter for
yourself and furnish a counterpart to the undersigned at the address set forth
above.
Very truly yours,
VECTOR AEROMOTIVE CORPORATION
By: /s/ D.P. Rose
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Name: D.P. Rose
Title: President
ACCEPTED this 21 day
of November, 1995
V'POWER CORPORATION
/s/ Sudjaswin E. L.
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Name: Sudjaswin E. L.
Title: President & Managing Director
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PRODIGY(R) interactive personal service 12/18/95 3:10 PM
Exhibit 99.2
VECTOR DISCUSSING POSSIBLE ADDITIONAL INVESTMENT BY CONTROLLING STOCKHOLDER
VECTOR PRESIDENT DISCUSSES FINANCES AND PROSPECTS JACKSONVILLE, Fla., Dec. 15
/PRNewswire/ -- Vector Aeromotive Corporation (Nasdaq: VCAR) announced today
that Vector has received a $1 million advance from its controlling stockholder,
V'Power Corporation, and has entered into a Letter Agreement, subject to the
execution of definitive agreements, providing for an additional investment by
V'Power. The agreement would result in the issuance of an additional 10
million shares of common stock to V'Power at a price of $.45 per share, and the
issuance to V'Power for $500,000 of an option for 50 million shares with an
exercise price of $.45 per share. Resale of these shares would be restricted
under the federal securities laws and generally could not be effected in the
market without registration or compliance with the two-year holding period
required by Rule 144. It is anticipated, however, that V'Power would be
granted demand and "piggyback" registration rights with respect to these
shares.
Vector stated that this advance was in lieu of a $1 million stock
option exercise that Vector had previously reported V'Power was making. Vector
also stated that it has not reached final agreement with V'Power concerning the
additional investment and that the advance could be required to be repaid if no
agreement is reached.
President D. Peter Rose also had the following comments concerning
Vector's projected operations and financial conditions:
Discussing Vector's future prospects, Rose said that future
profitability is obviously dependent upon a number of factors, including market
acceptance of the M12 automobile, product quality, and Vector's production
capacity. While Rose confirmed that Vector plans to manufacture and sell 96
M12s during 1996 and 150 during 1997, he pointed out that Vector is still
working on the build-up of volume with ongoing recruitment. Due to the
uncertainty of these factors, any attempt to project future operating levels or
earnings at this time is not possible. Rose did, however, state that Vector
currently plans to be operating at a net loss at least through the second
quarter of 1996.
Rose also stressed that as the company was just entering the
production stage of operations, Vector will obviously continue to use working
capital. Rose said that although Vector has outstanding options and warrants
for approximately 65 million shares of its common stock (not including the 50
million share option currently under discussion with V'Power), which upon
exercise, Vector would receive approximately $37 million, there is no guarantee
that Vector will receive additional capital through the exercise of these
options and warrants.
Rose stated that until Vector receives additional funds through
Copyright 1995 Prodigy Services Company. All Rights Reserved.
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PRODIGY(R) interactive personal service 12/18/95 3:10 PM
an equity investment, such as the one contemplated by V'Power, it would not
satisfy the minimum standards for continued listing on the Nasdaq Small Cap
Market, because its stockholders' equity is currently less than $2 million. If
Vector receives delisting notice from Nasdaq, it will have 90 days from the
notice to correct the deficiency.
Vector Aeromotive Corporation will be manufacturing and marketing the
all new M12, the only American-built 12 cylinder exotic sports car. Prototypes
have been successfully developed to stringent standards, and EPA approval has
been achieved with the latest OBD II technology. Vector Aeromotive Corporation
is headquartered in Jacksonville, Florida.
-0- 12/15/95
/CONTACT: Peter Rose, Vector Aeromotive Corporation, 800-822-7872 or Dan St.
Pierre, Corporation Relations Group, 800-444-4980/
(VCAR)
Copyright 1995 Prodigy Services Company. All Rights Reserved.
