<PAGE>
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: May 17, 1996
NORTH AMERICAN INTEGRATED MARKETING, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
33-27603 22-2942013
(Commission File No.) (IRS Employer Identification No.)
999 McBride Avenue
Suite 200A
West Paterson, New Jersey 07424
(Address of principal executive offices)
(Zip Code)
(201) 890-7330
(Registrant's telephone number, including area code)
<PAGE>
Item 1. Changes in Control of Registrant.
- ------
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
- ------
Not Applicable.
Item 3. Bankruptcy or Receivership.
- ------
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountants.
- ------
Not Applicable.
Item 5. Other Events.
- ------
Registrant entered into a Convertible Debenture Purchase Agreement
dated May 17, 1996 with First Commercial and Finance Corp.,
Establishment, a Lichtenstein Corporation ("First Commercial"). First
Commercial purchased a convertible debenture of registrant in the
principal amount of $500,000 and was given the right for a period of
two years from the date of the agreement or May 17, 1998 to convert
the entire principal amount of the debenture into registrant's common
stock to allow First Commercial to own 60% of registrant's outstanding
common stock on a fully diluted basis. First Commercial also agreed
to grant an irrevocable proxy for the registrant's shares of common
stock that it would own should it decide to convert the debenture into
registrant's common stock. The irrevocable proxy would be granted to
registrant's Chief Executive Officer, Nicholas Robinson, for a period
of five years from the date of conversion. A copy of the Convertible
Debenture Purchase Agreement is attached hereto as Exhibit 10.
Item 6. Resignations of Registrant's Directors.
- ------
Not Applicable
Item 7. Financial Statements and Exhibits.
- ------
a. Not Applicable
b. Not Applicable
c. Exhibit 10 - Convertible Debenture Purchase Agreement
-2-
<PAGE>
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 thereunto duly authorized.
NORTH AMERICAN INTEGRATED
MARKETING, INC.
(REGISTRANT)
/s/ Robert W. Paltrow
--------------------------------------
(signature)
Name: Robert W. Paltrow
Title: Secretary/Treasurer
-3-
<PAGE>
Exhibit 10
CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
THIS AGREEMENT, entered into this 17th day of May, 1996, by and between
North American Integrated Marketing, Inc., a Delaware corporation ("NAIM"), and
First Commercial and Finance Corp., Establishment, a Lichtenstein corporation
("Purchaser").
WITNESSETH:
----------
WHEREAS, contemporaneously herewith, Purchaser shall purchase a convertible
debenture of NAIM, in the aggregate principal amount of Five Hundred Thousand
Dollars (US $500,000.00) with such convertible debenture to be in substantially
the form of Exhibit 1 attached hereto (the"Debenture");
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth below, the parties hereto agree as follows:
ARTICLE 1
PURCHASE AND SALE
Based on the representations and warranties of the Purchaser contained
herein, NAIM hereby agrees to issue and sell the Debenture to the Purchaser,
and, based on the representations of NAIM contained herein, the Purchaser hereby
agrees to purchase the Debenture from NAIM.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF NAIM
NAIM represents the following:
2.1 Authority. NAIM has full right, power, and authority to execute and
---------
deliver this Agreement and to consummate the transactions contemplated hereby.
The execution delivery, and performance of this Agreement, the sale,
conveyance, transfer, and delivery of the Debenture, and the other transactions
herein provided for have been duly authorized by all necessary corporate and
shareholder action on the part of NAIM.
2.2 Further Assurances. NAIM will, at any times, and from time to time,
------------------
use all reasonable efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, all
<PAGE>
things necessary, proper, or advisable under applicable laws and regulations to
fulfill its obligations under this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
Purchaser hereby represents and warrants to NAIM that:
3.1 Authority. Purchaser has full right, power, and authority to execute
---------
and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery, and performance of this Agreement, the sale,
conveyance, transfer, and delivery of the Debenture, and the other transactions
herein provided for have been duly authorized by all necessary corporate and
shareholder action on the part of Purchaser.
3.2 Further Assurances. Purchaser will, at any time and from time to
------------------
time, use all reasonable efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, all things necessary, proper, or advisable under
applicable laws and regulations to fulfill its obligations under this Agreement.
ARTICLE 4
CONVERSION OF DEBENTURE
4.1 Right to Convert. Subject to and upon compliance with the provisions
----------------
of the Debenture, Purchaser shall have the right, for a period of two (2) years
from the date this Agreement was entered into as first written above or May 17,
1998 to convert the entire principal amount of the Debenture into common stock
of NAIM to allow Purchaser to own 60% of NAIM's outstanding common stock on a
fully diluted basis.
4.2 Adjustments.
-----------
4.2.1. Adjustment of the Exercise Price for Stock Splits, Reverse
----------------------------------------------------------
Stock Splits, and Stock Dividends. If the outstanding shares of common stock of
- ---------------------------------
NAIM are subdivided (split), combined (reverse split), by reclassification or
otherwise, or if any dividend is payable on the common stock in shares of common
stock, the applicable exercise price and the number
2
<PAGE>
OF SHARES OF COMMON STOCK AVAILABLE FOR PURCHASE IN EFFECT IMMEDIATELY PRIOR TO
SUCH subdivision, combination, or dividend shall be proportionately adjusted.
4.2.2 Adjustment for Capital Reorganizations. If at any time there
--------------------------------------
shall be a capital reorganization of NAIM's common stock or a merger or
consolidation of NAIM with or into another corporation, or the sale of NAIM's
properties and assets as, or substantially as, an entirety to any other person,
then, as part of such reorganization, merger, consolidation, or sale, lawful
provision shall be made so that Purchaser shall thereafter be entitled to
receive on exercise of the Debenture during the period specified in this
Agreement and on payment of the exercise price then in effect, the number of
shares of stock or other securities or property of NAIM, or of the successor
corporation resulting from such merger or consolidation to which Purchaser
deliverable on exercise of the Debenture would have been entitled on such
capital reorganization, merger, consolidation, reorganization, merger,
consolidation or sale. In any such case, appropriate adjustment, as determined
in good faith by the Board, shall be made in the application of the provisions
of the Debenture with respect to the rights and interests of Purchaser after the
reorganization, merger, consolidation, or sale to the end that provisions of the
Debenture (including adjustment of the exercise price then in effect and the
number of shares purchasable on exercise of the Debenture, but without any
change in the aggregate exercise price) shall be applicable after that event, as
near as reasonably may be, in relation to any shares or other securities or
property deliverable after that event on exercise of the Debenture.
4.2.3 Irrevocable Proxy. Purchaser agrees to grant Nicholas Robinson
-----------------
an irrevocable proxy for the shares of NAIM's common stock Purchaser shall own
should Purchaser decide to convert the Debenture into shares of NAIM's common
stock. The irrevocable proxy shall have a term of five (5) years from the date
of conversion. The proxy shall be in a form substantially as follows:
IRREVOCABLE PROXY
The undersigned is the holder of ____ shares of common stock of
North American Integrated Marketing, Inc., represented by Certificate
No. __. The undersigned hereby irrevocably appoints Nicholas Robinson,
with full power of substitution, as his attorney and proxy to attend
meetings, vote, give consents and
3
<PAGE>
in all other ways act in his place with respect to said shares (and
any and all shares or other securities issued in respect of said
shares).
This Proxy is made pursuant to a Convertible Debenture Purchase
Agreement dated May 17, 1996 and is therefore coupled with the
interest provided thereby. The Proxy shall terminate five (5) years
after the date the undersigned converts the Debenture described in
such Convertible Debenture Purchase Agreement.
Date: 29th May, 1996 /s/ (SIGNATURE APPEARS HERE)
---------------------------------
First Commercial and Finance Corp.,
Establishment
ARTICLE 5
SECURITIES ACT OF 1933
AND HOLDING PERIOD
5.1 Regulations S. Purchaser understands that the Debenture acquired
-------------
pursuant to this Agreement and the shares issuable upon conversion hereof have
not been registered under the United States Securities Act of 1933, as amended
(the "1933 Act") with the U.S. Securities and Exchange Commission in reliance
upon the exemption from such registration requirements afforded by Regulation S
under the 1933 Act, governing the offer and sale of securities that occur
outside the United States, nor with any state securities commission. Purchaser
agrees that there shall be imprinted on the face of the Debenture delivered
under this Agreement a restrictive transfer legend in substantially the form set
forth on the face of the Debenture attached hereto as Exhibit 1.
5.2 U.S. Person. Purchaser hereby represents and warrants that such
-----------
Purchaser is not a national or resident of the United States and is not
otherwise deemed to be a "U.S. person" within the meaning of Regulation S under
the 1933 Act.
5.3 Restricted Period. Purchaser agrees that the Debenture acquired by
-----------------
Purchaser pursuant to this Agreement shall not be voluntarily sold, transferred
or otherwise disposed of for a minimum period of forty (40) days from the date
of closing, except in accordance with the provisions of Regulation S under the
1933 Act.
4
<PAGE>
5.4 Restrictive Legend. Purchaser understands and agrees that NAIM may
------------------
issue stop transfer instructions to its transfer agent instructing such transfer
agent during the forty (40) days after the date of closing not to transfer the
Debenture to persons with addresses in the United States or known to be
residents of the United States.
5.5 The Debenture. Purchaser (i) acknowledges that the Debenture and the
-------------
securities issuable upon conversion have not been registered under the 1933 Act,
(ii) represents and warrants that Purchaser is acquiring beneficial ownership of
the Debenture for its own account and (iii) agrees that Purchaser will not
transfer or otherwise dispose of the Debenture unless such transfer or other
disposition is registered under the 1933 Act or is exempt from such
registration. Purchaser represents and warrants, further, that by reason of
Purchaser's knowledge and experience in financial and business matters,
Purchaser is capable of evaluating the merits and risks of its acquisition
hereunder of the Debenture and that the Purchaser has had available such
information with respect to NAIM as deemed necessary or appropriate to make such
evaluation.
5.6 Conversion. Purchaser acknowledges that in order to convert the
----------
Debenture, Purchaser will have to give (i) written certification that it is not
a U.S. person and that the Debenture is not being exercised on behalf of a U.S.
person or (ii) a written opinion of counsel to the effect that the Debenture and
the securities delivered upon conversion thereof have been registered under the
1933 Act or are exempt from registration thereunder.
ARTICLE 6
CLOSING
6.1 Time and Place. The deliveries and payments hereunder shall be made
--------------
by overnight mail through a commercial overnight mail company (the "Closing").
6.2 Items to be Delivered at Closing. For the Closing, NAIM will deliver
--------------------------------
three copies of this Agreement and the Debenture to Purchaser with original
signatures by Nicholas Robinson, NAIM's Chief Executive Officer. The Debenture
shall be a single Debenture in the amount of Five Hundred Thousand Dollars (US
$500,000.00), such Debenture to be registered in Purchaser's name or the name of
any nominee specified by Purchaser. Purchaser shall return two executed copies
of the Debenture pursuant to paragraphs 6.1 and 7.1 and shall wire US $500,000
to NAIM as follows:
5
<PAGE>
U.S. National Bank
Johnstown, Pennsylvania
Contact: Nancy Dubovecky
ABA: 031301066
Account: 5003-084-1
ARTICLE 7
NOTICES
All notices, requests, demands, and other communications called for or
contemplated hereunder shall be in writing and shall be deemed to have been duly
given when delivered or when mailed by United States certified or registered
mail, prepaid, or by overnight mail with proof of receipt, addressed to the
parties as follows:
7.1 If to NAIM
Nicholas Robinson
Chief Executive Officer
999 McBride Avenue
Suite 200A
West Patteson, NJ 07424
With a copy to:
Ernest M. Stern, Esq.
Venable, Baetjer & Howard
1201 New York Avenue, NW
Washington, D.C. 20005
8.2 If to Purchaser:
First Commercial and Finance Corp., Establishment
c/o Dr. Danni Rothschild
10 Manesse Street
Zurich 8003
Switzerland
6
<PAGE>
ARTICLE 8
GENERAL MATTERS
8.1 Entire Agreement. This Agreement and any Schedules hereto contain the
----------------
entire agreement between the parties with respect to the transactions
contemplated herein and supersede all previous written and oral negotiations,
commitments, and understandings.
8.2 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.3 No Waiver. No performance or execution of this Agreement in whole or
---------
in part by a party hereto shall constitute a waiver by such party from asserting
its rights hereunder, nor shall a waiver of or failure to exercise one or more
rights hereunder constitute waiver of any other rights.
8.4 Amendment. Any amendment, supplement or modification of or to any
---------
provision of this Agreement, any waiver of any provisions of this Agreement, and
any consent to any departure from the terms of any provision of this Agreement,
shall be effective (i) only if it is made or given in writing and signed by each
of the parties hereto and (ii) only in the specific instance and for the
specific purpose for which made or given.
8.5 Interpretation. The Article and section headings contained in this
--------------
Agreement are for reference purposes only and shall not affect the
interpretation of this Agreement. All references to section and Article numbers
refer to sections and Articles of this Agreement, except as otherwise specified.
All references to schedules refer to schedules which are attached to this
Agreement and are hereby made a part of this Agreement. All references in this
Agreement to gender shall be deemed to include all genders, and all references
in the singular or plural shall be deemed to include the plural and singular, as
appropriate.
8.6 Governing Law. This Agreement shall be construed and enforced in
-------------
accordance with the laws of the State of New York except the conflict of laws
provisions thereof.
8.7 Severability. Every provision of this Agreement is intended to be
------------
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of this Agreement.
7
<PAGE>
8.8 Assignment. Neither party may assign its respective rights and
----------
obligations pursuant to this Agreement, without the prior written consent of
the other.
8.9 Binding Effect. This Agreement shall be binding upon and inure to the
--------------
benefit of the parties hereto and their respective successors and assigns.
8.10 No Third-Party Beneficiaries. The provisions of this Agreement are
-----------------------------
intended solely for the benefit of the parties hereto, and no other party is
entitled to any rights, benefits, or privileges created hereunder.
IN WITNESS WHEREOF, the parties have duly exercised this Agreement as of
the date first mentioned above.
NORTH AMERICAN INTEGRATED MARKETING, INC.
By: [SIGNATURE APPEARS HERE]
---------------------------------
Its: Chief Executive Officer
--------------------------------
FIRST COMMERCIAL AND FINANCE CORP.,
ESTABLISHMENT
By: [SIGNATURE APPEARS HERE]
---------------------------------
Its: Attorney-in-fact
--------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Official Certification
----------------------
Seen for authentication of the above signature, affixed in our presence by
Dr. Dani Rothschild born 1926, citizen of Zurich, residing at Rebheldanstr.
-------------------
14, 8002 Zurick,
- --------------------------------------------------------------------------------
who is personally known to us
This certification does not certify the contents of the document and
confirms the validity of the legal transaction.
Zurich, this 29th day of May 1996
B No. 1813, 1814 NOTARIAT WIEDIKON-ZURICH
Fee: Fr. 20-- ------------------------
/s/ M. Schlatter
M. Schlatter, Deputy Notary public
Y. MULLER
<PAGE>
EXHIBIT 1
THE SECURITIES REPRESENTED BY THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"1933 ACT") AND THIS DEBENTURE MAY NOT BE CONVERTED BY OR ON BEHALF OF ANY U.S.
PERSON UNLESS REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
$500,000 Dated: May 17, 1996
CONVERTIBLE DEBENTURE
---------------------
FOR VALUE RECEIVED, the undersigned, North American Integrated
Marketing, Inc. a Delaware corporation, its successors or assigns ("Obligor"),
promises to pay to the order of First Commercial and Finance Corp.,
Establishment, its successors or assigns ("Holder"), the principal sum of Five
Hundred Thousand Dollars (US $500,000.00) by May 17, 1998.
Subject to the Convertible Debenture Purchase Agreement between Obligor
and Holder dated the date hereof, Holder may convert the principal amount of
this Debenture into such number of fully paid non-assessable shares of common
stock of Obligor that allows Holder to purchase 60% of Obligor's outstanding
common stock on a fully diluted basis. Such conversion shall extinguish any
cash payments due under this Note.
All payments on this Debenture shall be made in lawful money of the
United States and in immediately available and freely transferable funds at the
place of payment.
Upon the failure of the Obligor to pay all of the principal indebtedness
of this Debenture when due, the Holder of this Debenture may, without further
notice, declare the entire principal balance of this Debenture to be immediately
due and payable.
NORTH AMERICAN INTEGRATED MARKETING, INC.
By: [SIGNATURE APPEARS HERE]
-----------------------------------
ITS: Chief Executive Officer
-----------------------------------
