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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) January 16, 1997
ABS Group Inc.
(Exact name of registrant as specified in charter)
Delaware 0-19814 87-0462198
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
2936 Sierra Point Place, Salt Lake City, Utah 84198
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 801-521-8000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 8, 1996, Marine Research USA, Inc., ("MRUSA") an 80% owned
subsidiary of the Registrant formed under the laws of the State of Utah
principally for purposes of the transaction described herein acquired all of the
issued and outstanding stock of Marine Research Pty. Ltd. ("MRPL"), a
corporation organized under the laws of Australia. This Australian company is in
the business of manufacturing and marketing products produced from sea cucumbers
harvested in the territorial waters of Australia. In connection with this
transaction, Samuel J. Grant, ("Grant"), the founder and a principal shareholder
of MRPL, entered into a four-year employment agreement with the Australian
corporation as its managing director. Grant has also signed a non-disclosure
agreement under which he must hold in confidence MRPL's proprietary information.
In connection with this share acquisition, the Registrant has agreed to
make available to MRPL $200,000 of working capital financing. As additional
consideration regarding this transaction, the Registrant issued 500,000
unregistered shares of its common stock to Grant and MRUSA issued to Grant 2,000
shares of its stock which represents 20% of the issued and outstanding
securities of MRUSA. Grant has executed restrictive covenants that limit the
transferability of MRUSA shares issued to him. MRUSA retained a right of first
refusal to acquire Grant's MRUSA shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired - Audited financial
statements for Marine Research Pty. Ltd. from inception to calendar year ended
December 31, 1996 are currently being prepared by a chartered accounting firm in
Australia and while it is currently impracticable to provide such required
financial statements of the acquired business it is nevertheless expected that
such financial statements will be available shortly and, once made available,
such required financial statements are intended to be filed as an amendment to
this Form 8-K - as soon as practicable, but no later than 60 days after this
Form 8-K must be filed.
(b) Pro Forma Financial Information - In accordance with Item 7(a)(4)
of the general instructions to Form 8-K and further for reasons indicated
directly above in paragraph designated 7(a) hereto, such pro forma financial
information is intended to be provided in an amended Form 8-K within 60 days
after this Form 8-K must be filed.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
The following information is furnished in accordance with Item 701 of
Regulation S-B as to all equity securities of the registrant sold by the
registrant that were not registered under the Securities Act of 1933 ("Act") in
reliance upon Regulation S under the Act.
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A. TITLE AND AMOUNT OF SECURITIES SOLD AND THE DATE OF THE TRANSACTION -
12,500 shares of $.0001 par value common stock sold at $2.00 per share
with net funds of $25,000 received by registrant on January 16, 1997.
B. NAME OF THE PLACEMENT AGENT(S) IS - None
C. CONSIDERATION RECEIVED - Total consideration paid was $25,000 ($2.00
per share).
D. PERSONS OR CLASSES OF PERSONS TO WHOM THE SECURITIES WERE SOLD AND
EXEMPTION FROM REGISTRATION CLAIMED - Non-U.S. persons eligible for
utilization of Regulation S under the Act as not being a "U.S. person"
as defined in Rule 902(o), which person(s) has warranted and
represented in an Off-Shore Securities Subscription Agreement that he
or it is eligible to utilize such exemptions as afforded to non-U.S.
persons in accordance with aforesaid Regulation S under the Act.
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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.
ABS GROUP INC.
By /s/ Emanuel A. Floor
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Emanuel A. Floor, President
Date: January 30, 1997
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