CAPITAL ADVISORS ACQUISITION CORP
8-K, 1997-10-03
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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): October 1, 1997


                       CAPITAL ADVISORS ACQUISITION CORP.
             (Exact name of Registrant as specified in its charter)

                                    Delaware
          ------------------------------------------------------------  
          (State or other jurisdiction of Incorporation or organization


         33-26344                                     75-2254748
 ------------------------                  -----------------------------------
 (Commission File Number)                  (I.R.S. Employer Identification No.)

4180 La Jolla Village Drive, Suite 500, La Jolla, California          92037   
- -------------------------------------------------------------------------------
 (Address of principal executive offices)                            (Zip Code)

                                 (619) 457-3800
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                      N/A
       ------------------------------------------------------------      
       (Former name or former address, if changed since last report)

 
<PAGE>

Item 2.   Acquisition or Disposition of Assets.
- -----------------------------------------------

         On October 1, 1997, the Registrant and Harvard Financial Services, Inc.
amended and modified  certain terms of that certain  Exchange of Stock Agreement
dated July 23, 1997 and filed as part of the Registrant's 8-K on August 4, 1997,
as follows:

1. Paragraph 5.1 of the Exchange of Stock  Agreement was amended extend the date
of Closing to on or before October 15, 1997, and read as follows:

     "5.1 Closing.  The closing of this transaction shall be held at the offices
     of CAPITAL on or before  October 15, 1997,  or at such other place and time
     as is mutually agreeable to the parties, or by FAX and Federal Express."

2.  Paragraph  1.1 of the  Exchange  of Stock  Agreement  was amended to read as
follows:   

     1.1  "Exchange of Shares.  Subject to all the terms and  conditions of this
     Agreement,  CAPITAL  will  deliver to the Harvard  Shareholders  11,250,000
     shares of previously authorized but unissued unregistered shares of CAPITAL
     $0.0001 par value common stock ("CAPITAL  Shares"),  in exchange for all of
     the  issued   and   outstanding   shares  of   HARVARD   owned  by  HARVARD
     Shareholders."

     3.  Paragraph 6.2 of the Exchange of Stock  Agreement has been modified and
amended to reflect that the  Registrant  no longer  requires  that HARVARD be in
receipt of a  commitment  for a warehouse or other line of credit in the minimum
amount of  $15,000,000  obtained by or through Sands Brothers & Co. Ltd. In Lieu
of such commitment for said warehouse line,  Harvard shall concurrently with the
Closing  cause  and  deliver  equity  in  the  amount  of  One  Million  dollars
($1,000,000) gross by or through Sands Brothers & Company Ltd.

         All other terms and  conditions  not  inconsistent  with this amendment
shall remain the same.

Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits.
- -------------------------------------------------------------------------
          None.

                                     Page 2
<PAGE>

                                      SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.

                                   CAPITAL ADVISORS ACQUISITION CORP.
                                   (Registrant)


 Date: October 2, 1997             /S/ Thomas R. Brooksbank
                                   ------------------------------------------- 
                                   By: Thomas R. Brooksbank
                                   Its: President and Chief Financial Officer



Date: October 2, 1997              /S/ George G. Chachas
                                   -------------------------------------------
                                   By: George G. Chachas
                                   Its: Secretary



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