FORM OF 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 1998
WESTAMERICA CORPORATION
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(Exact name of registrant as specified in its charter)
Oklahoma 0-17538 73-1323822
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State or Other Jurisdiction Commission IRS Employer
of Incorporation File Number Identification No.
7208 Sand Lake Road, Suite 304, Orlando, Florida 32819
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 354-3333
3300 S.W. 34th Avenue, Suite 148, Ocala, Florida 34474
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(Registrant' former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
The Registrant, WestAmerica Corporation, completed on February 25,
1998, the divestiture of its oil and gas subsidiary, ECC Energy Corporation
("ECC"), a California corporation, to Edward R. Foraker, of Scottsdale, Arizona,
effective as of January 1, 1998 ("Purchase Date"). The Registrant sold to Mr.
Foraker (the former controlling shareholder, Chairman, President, and CEO of the
Registrant) 2,072,484 shares of ECC Common Stock, representing 100% of the
issued and outstanding shares of all classes of stock of ECC, which were owned
by the Registrant prior to the Purchase Date.
The Registrant received $500,000 in cash from Mr. Foraker as an advance
payment during the last quarter of 1997. Mr. Foraker also agreed in addition to
the purchase price, to assume and guarantee $2,000,000 for the purchase and/or
exchange of 100,000 shares of Series A Convertible Preferred Stock and 121,700
shares of Series B Non-convertible Preferred Stock of the Registrant. The
parties agreed that the stated value of such Preferred Stock is $2,000,000.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable
Item 5. Other Events.
Not Applicable
Item 6. Resignation of Registrant's Directors.
Not Applicable.
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Item 7. Financial Statements and Exhibits.
Annexed as Exhibit A hereto is the Balance Sheet restated as of January
1, 1998 of the Registrant which was presented to the Board of Directors after
the effective date of the sale of ECC Energy Corporation, the Registrant's
former subsidiary.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Effective January 1, 1998, the Registrant executed a Subscription
Agreement with a Geneva, Switzerland based investment group to sell 15,000
shares of Series AA Non-voting Convertible Preferred Stock ("Preferred Shares")
and delivered into escrow such shares, in the principal amount of $1,500,000.
The Registrant anticipates receiving such funds over the next 90 days. The
Preferred Shares have a stated value of $100 per share, a par value of $.01 per
share, and are convertible into common stock at any time on or after April 15,
1998 or prior to February 1, 2000 at a conversion price equal to twice the
dollar figure divided by the immediately preceding 5-day average bid price for
the common stock.
* * * * * * * * * *
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.
WESTAMERICA CORPORATION
Date: February 26, 1998 By:/s/Daniel M. Boyar
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Daniel M. Boyar, Chairman, CEO,
Principal Executive Officer
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<TABLE>
<CAPTION>
WESTAMERICA CORPORATION
CONSOLIDATED BALANCE SHEET
As of January 1, 1998
(Dollars in Thousands)
(Unaudited)
<S> <C>
ASSETS:
Cash and cash equivalents ................................................. 89
Investments ............................................................... 572
Series AA Convertible Preferred Stock subscription receivable ............. 1,500
Furniture and equipment ................................................... 219
Less: accumulated depreciation ............................................ (9)
Other assets .............................................................. 25
TOTAL ASSETS ......................................................... 2,396
LIABILITIES:
Accounts payable and accrued expenses .................................... 181
TOTAL LIABILITIES ................................................... 181
STOCKHOLDERS' EQUITY:
Preferred stock (authorized) 1,000,000 shares, $.01 par value: Series A
non-voting convertible preferred stock, redeemable and cumulative, issued
and outstanding 100,000 shares. Series B non-voting non-convertible
preferred stock, redeemable and cumulative, issued and outstanding 121,700
shares. Series AA non-voting convertible preferred stock, redeemable,
issued and outstanding 15,000 shares at $100 stated value per share ...... 1,502
Common stock (authorized) 50,000,000 shares, $.01 par
value: issued and outstanding 17,673,400 shares .......................... 177
Additional paid-in capital ............................................... 1,094
Retained earnings (deficit) .............................................. (558)
TOTAL STOCKHOLDERS' EQUITY ........................................... 2,215
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................................... 2,396
</TABLE>
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