SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 14, 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 April 14, 1998, Fronteer Capital, Inc. ("Fronteer Capital"), a wholly
owned subsidiary of Fronteer Financial Holdings, Ltd., and Heng Fung Finance
Company Limited ("Heng Fung Finance"), a wholly owned subsidiary of Heng Fung
Holdings Company Limited, committed to provide to Global Med Technologies, Inc.
("Global") lines of credit for up to $1,500,000 each for a total combined loan
commitment of $3,000,000 over the next twelve months. The loans will bear
interest calculated at the rate of 12% per annum and will mature 366 days after
April 14, 1998.
Pursuant to the loan commitment provided by Heng Fung Finance, Global has
agreed that Global's board of directors will not exceed nine and that Heng Fung
Finance has the right to appoint five members to the board of directors of
Global and has the option to cancel all Global management and employee
contracts. Global has the right to call the $1,500,000 from Heng Fung Finance as
needed by Global. For issuing the commitment, Heng Fung Finance earned warrants
to purchase 6,000,000 shares of Global's common stock. The warrants are
exercisable at $0.25 per share for up to 10 years and Global has agreed to
register by July 14, 1998, the shares for resale under the Securities Act of
1933. So long as Global has used its best efforts to file such registration
statement covering such shares with the Securities and Exchange Commission and
responded to any comments from the Securities and Exchange Commission in a
timely fashion, Global will not be deemed to be in default under the Heng Fung
Finance loan if the shares are not registered for resale by July 14, 1998.
The loan commitment provided by Fronteer Capital has substantially the same
terms and conditions as the loan commitment provided by Heng Fung Finance except
that, if Heng Fung Finance does not appoint directors to Global's board of
directors, Fronteer Capital has the right to appoint a maximum of three members
to the board of directors of Global, Global has the right to call the $1,500,000
from Fronteer after the total loan from Heng Fung Finance is drawn down, and if
the loan provided by Fronteer is drawn down, Fronteer will earn warrants to
purchase 6,000,000 shares of Global's common stock upon the same terms and
conditions as the warrants to purchase 6,000,000 shares of Global's common stock
earned by Heng Fung Finance. Further, Michael I. Ruxin, the Chief Executive
Officer of Global, has agreed to personally guarantee the repayment of
$1,500,000 of the Fronteer Capital loan. The guarantee is limited to certain of
Dr. Ruxin's assets. For issuing the commitment, Fronteer Capital has earned
warrants to purchase 1,000,000 of the 6,000,000 shares of Global's common stock.
If Global defaults on the repayment of any amount borrowed by Global
pursuant to the Heng Fung Finance commitment, all existing members of the board
of directors of Global will have to resign and Heng Fung Finance will have the
right to appoint all new members to the board of directors, Heng Fung Finance
will have the right to convert the outstanding amount of the loan into shares of
Global's common stock at a conversion price of $0.05 per share and all
employment contracts of the management and officers of Global will be invalid
immediately and their employment will be subject to reconfirmation by Heng Fung
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Finance. If there is no default on the repayment to Heng Fung Finance or if
there is a default and Heng Fung Finance does not exercise its rights on
default, Fronteer Capital will have the same rights on default on the repayment
of any amounts borrowed pursuant to the Fronteer Capital commitment as Heng Fung
Finance as are specified above.
R A F Financial Corporation, a wholly owned subsidiary of Fronteer
Financial Holdings, Ltd., will receive a fee of 9% of the amount drawn down by
Global under the Fronteer Capital commitment.
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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: May 6, 1998
FRONTEER FINANCIAL HOLDINGS, LTD.
By: /s/ Gary L. Cook
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Gary L. Cook,
Chief Financial Officer
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