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) October 7, 1998
FRONTEER FINANCIAL HOLDINGS, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-17637 45-0411501
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1700 Lincoln Street, 32nd Floor, Denver, Colorado 80203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (303) 860-1700
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Item 5. OTHER EVENTS.
On October 7, 1998, Fronteer Development Finance, Inc. ("Fronteer
Development"), a partially owned subsidiary of the Company, Heng Fung Finance
Company Limited ("Heng Fung Finance"), a Hong Kong corporation and a wholly
owned subsidiary of Heng Fung Holdings Company Limited, a beneficial 71%
shareholder of the Company, and Global Med Technologies, Inc. ("Global"), a
Colorado corporation, entered into an agreement whereby Fronteer Development
purchased, Heng Fung Finance sold and Global consented to the sale of $1,000,000
principal amount of loans made by Heng Fung Finance to Global along with a
warrant to purchase an aggregate of 4,000,000 shares of Global's common stock.
Fronteer Development paid Heng Fung Finance $1,100,000 for the loans and
warrants. The loans and warrant purchased by Fronteer Development were a portion
of loans and warrants given pursuant to a loan commitment described in the
Company's Current Report on Form 8-K dated April 14, 1998.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
10.1 Loan and Warrant Purchase and Sale Agreement by and
between Heng Fung Finance Company Limited, Fronteer
Development Finance, Inc. and Global Med Technologies,
Inc. dated October 7, 1998.
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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.
Date: October 12, 1998
FRONTEER FINANCIAL HOLDINGS, LTD.
By: /s/ Gary L. Cook
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Gary L. Cook,
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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10.1 Loan and Warrant Purchase and Sale Agreement by and between
Heng Fung Finance Company Limited, Fronteer Development
Finance, Inc. and Global Med Technologies, Inc. dated
October 7, 1998.
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Exhibit 10.1
LOAN AND WARRANT PURCHASE AND SALE AGREEMENT
THIS LOAN AND WARRANT PURCHASE AND SALE AGREEMENT ("Agreement") is made and
entered into this 7th day of October, 1998 by and between HENG FUNG FINANCE
COMPANY LIMITED, a Hong Kong corporation ("Heng Fung Finance"), FRONTEER
DEVELOPMENT FINANCE, INC., a Delaware corporation ("Development"), and GLOBAL
MED TECHNOLOGIES, INC., a Colorado corporation.
WHEREAS, Heng Fung Finance entered into that certain Loan Agreement dated
April 14, 1998 with Global whereby Heng Fung Finance agreed, subject to certain
terms, provisions and conditions, among other things, to make available to
Global a loan in the maximum principal amount of $1,500,000 ("Loan") pursuant to
one or more promissory notes from Global to Heng Fung Finance;
WHEREAS, pursuant to the Loan Agreement, Heng Fung Finance was granted a
warrant to purchase 6,000,000 shares of Global's common stock ("Original
Warrant");
WHEREAS, Global borrowed at least $1,150,000 of the maximum principal
amount of the Loan, evidenced by a series of promissory notes dated May 7, 1998
for $250,000, June 4, 1998 for $400,000, June 30, 1998 for $250,000 and August
5, 1998 for $250,000 ("Original Notes"); and
WHEREAS, Heng Fung Finance desires to sell and Development desires to
purchase a portion of the Loan which is evidenced by the Original Notes and a
portion of the Original Warrant.
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Purchase and Sale. Heng Fung Finance agrees to sell and Development
agrees to purchase: (i) the Original Notes dated May 7, 1998 for $250,000, June
4, 1998 for $400,000, June 30, 1998 for $250,000 and $100,000 out of the
$250,000 Original Note dated August 5, 1998 which is equal to the right to
payment of $1,000,000 in principal amount, together with interest accruing
thereon out of the Original Notes ("Development Note") and (ii) a portion of the
Original Warrant which is equal to a warrant to purchase 4,000,000 common shares
of Global ("Development Warrant").
2. Issue of Notes and Warrants. Upon receipt of the Original Notes and
Original Warrant, Global agrees to issue two new promissory notes and two new
warrants, under the same terms and conditions as the Original Notes and Original
Warrant, as follows:
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(a). Warrant to Heng Fung Finance to purchase an aggregate of
2,000,000 shares of Global's common shares;
(b). Warrant to Development to purchase an aggregate of 4,000,000
shares of Global's common shares;
(c). Promissory note evidencing a loan from Heng Fung Finance to
Global representing $150,000; and
(d). Promissory note evidencing a loan from Development to Global in
the amount of $1,000,000.
3. Payment for Loan. Upon receipt of the Development Warrant and
Development Note from Global, Development agrees to pay to Heng Fung Finance,
the sum of $1,100,000.
4. Confirmation of Terms of Loan Agreement. In all respects, the Loan
Agreement, described above, shall remain unaffected, unchanged and unimpaired by
reason of this Agreement.
Executed as of the day and year first above written.
FRONTEER DEVELOPMENT FINANCE, INC.,
a Delaware corporation
By: /s/ Gary L. Cook
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Its: Treasurer
HENG FUNG FINANCE COMPANY LIMITED,
a Hong Kong corporation
By: /s/ Fai H. Chan
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Its: Chairman
GLOBAL MED TECHNOLOGIES, INC.,
a Colorado corporation
By: /s/ Michael I. Ruxin, M.D.
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Its: Chief Executive Officer
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