FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): September 26, 1997
Nona Morelli's II, Inc.
(Exact name of registrant as specified in its charter.)
Colorado
(State of incorporation or organization)
0-18377
(Commission File Number)
84-1126818
(I.R.S. Employee Identification No.)
2 Park Plaza, Suite 470, Irvine, California
(Address of principal executive offices)
92614
(Zip Code)
Registrant's telephone number, including area code: (714) 833-5381
(Former name or former address, if changed since last report)
[NM\8K:CEDCLEO.8K]
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Item 1. Changes in Control of Registrant
N/A
Item 2. Acquisition or Disposition of Assets
N/A
Item 3. Bankruptcy or Receivership
N/A
Item 4. Changes in Registrant's Certifying Accountant
N/A
Item 5. Other Events
On September 26, 1997, the Registrant and one of the
Registrant's subsidiaries entered into an agreement with Cedric International
Company Inc. ("Cedric") pursuant to which Cedric and the Registrant agreed to
the recapitalization of the Registrant's Tunisian subsidiary to enable the
subsidiary to open its casino gaming facility located in South Hammamet,
Tunisia.
Item 6. Change in Registrant's Directors
N/A
Item 7. Financial Statements and Exhibits
(a) N/A
(b) N/A
(c) Exhibits
1. Agreement between Cedric International Company
Inc. and Cleopatra Hammamet Limited dated
September 26, 1997.
Item 8. Change in Registrant's Fiscal Year
N/A
[NM\8K:CEDCLEO.8K]
2
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Nona Morelli's II, Inc.
(Registrant)
Dated: October 16, 1997 By: /s/ Fred G. Luke, CEO and Director
-----------------------------------
Fred G. Luke, CEO and Director
[NM\8K:CEDCLEO.8K]
3
AGREEMENT BETWEEN CEDRIC INTERNATIONAL COMPANY INC. AND CLEOPATRA
HAMMAMET LIMITED APPERTAINING TO THE CASINO OWNED BY SOCIETE
LOISIRS CLUB HAMMAMET IN HAMMAMET, TUNISIA
THIS DOCUMENT WITNESSETH:
ON THE ONE HAND,
CEDRIC INTERNATIONAL COMPANY INC., domiciled in Panama at Edificio Plaza
Bancomer, Calle 50, Apartado 6307, Panama 5, Republica de Panama (the "buyer")
AND ON THE OTHER HAND,
CLEOPATRA HAMMAMET LIMITED, the casino operating company of Avenue Hedi Chaker
Immeuble Ben Salah 1002 Tunis, Tunisia (the "seller), the shareholders of which
are Mr. Gabriel Tabarani and Nona Morelli's II, Inc., a Colorado (USA)
corporation.
AND
NONA MORELLI'S II INC., of 2 Park Plaza, Suite 470, Irvine, California 92714
("Nona"), a food and entertainments holding company.
WHEREAS, the seller is the present holder of an agreement to lease and manage a
Casino owned by Societe Loisirs Club Hammamet (the "Owner") in Hammamet Tunisia
(the "Casino") signed on September 14, 1997; and
WHEREAS, the buyer is an investment company; and
WHEREAS, the parties are desirous to work together in order to ensure the timely
opening and success of the Casino
NOW, THEREFORE, in consideration of the covenants and conditions herein to be
kept and performed by the parties hereto, and other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged, the
following shall be, and hereby is understood and agreed:
Article 1
The seller hereby sells to the buyer 70% of the total common stock of the
company (Cleopatra Hammamet Limited, henceforth the term "Company" being
synonymous and the same as the seller), the Company being free of all debts,
liens and encumbrances of whatever nature whatsoever with the buyer being free
to assume and exercise all rights attached thereto to this shareholding
Article 2
The buyer, in return for the selling of the stock by seller to buyer as stated
in Article 1 above, will pay to the Owner US$500,000.00 (five hundred thousand
United States dollars) within 3 (three) business days of the signing of this
Agreement, being the first amount due under Article 1, Clause 2, of a certain
Agreement signed and executed between the seller and the Owner on September 14,
1997 (the "Lease Agreement"), Exhibit 1 attached to this Agreement.
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Article 3
Nona will transfer to the account of the seller US$1,500,000.00 (one million
five hundred thousand United States dollars) within 15 business days of the
signing of this Agreement.
Article 4
The buyer will transfer to the account of the seller US$1,000,000 (one million
United States dollars) within 7 business days of receipt of the cleared funds
stated in Article 3 above.
Article 5
The buyer undertakes to pay to the Owner all amounts due by seller to the Owner
under the Lease Agreement up to July 1998 in the event that the seller is not in
a position to meet this obligation to the Owner.
Article 6
If within one year from the signing of this Agreement, the seller reimburses the
buyer the sum of US$1,500,000.00 (one million five hundred thousand United
States dollars), being the US$500,000.00 (five hundred thousand United States
dollars) stated in Article 2 above and the US$1,000,000.00 (one million United
States dollars) stated in Article 4 above, plus the monies, if any, paid by
buyer on behalf of seller to the Owner under the terms of the Lease Agreement,
plus 15% on the total of these amounts, the buyer undertakes to return to the
seller the 70% shareholding stated in Article 1 above.
Article 7
The seller undertakes to clear any and all debts, if any, of the Company within
15 (fifteen) business days of the signing of this Agreement.
Article 8
In the event that Nona is not able to effect the transfer of US$1,500,000.00
(one million and five hundred thousand United States dollars) as stated in
Article 3 above, then Nona loses all rights to its total shareholding in the
Company; i.e. 70% in the Company to the continuing benefit of the buyer free of
all debts, liens and encumbrances of whatever nature whatsoever, and any option
rights it may have had in Article 6 above.
Article 9
The seller and Nona agree that this contract is fully binding on them and by the
act of affixing their signatures to the same accept that they thus forego any
rights to recourse to litigation on any terms and conditions contained in this
Agreement.
Article 10
Unless a party hereto shall in writing direct otherwise, all notices to be
served or rendered under this Agreement shall be properly served and rendered if
sent by Registered Mail direct to:
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Lender: Cedric International Company Inc.
c/o FIGED
3b boulevard Prince Henri
L-1724 Luxembourg
Tel: 352 47 56 73
Fax: 352 47 45 85
Borrower: Cleopatra Club Hammamet
Avenue Hedi Chaker
Immeuble Ben Salah
1002 Tunis
Nona Morelli's II Inc.
2 Park Plaza
Suite 470
Irvine
CA 92714
Tel: 714 833 2094
Fax: 714 833 7854
Article 11
A facsimile telecopy or other reproduction of this Agreement may be executed by
one or more parties hereto and such executed copy may be delivered by facsimile
or similar instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties agree to execute an original of
this Agreement as well as any facsimile, telecopy or other reproduction hereof.
IN WITNESS WHEREOF, this Agreement is executed in triplicate copies, of like
terms and effect, on this day of September 24, 1997.
"Seller" "Buyer"
Cleopatra Club Hammamet Ltd. Cedric International Company Inc.
Signed by: /s/ Gaby Tabarani Signed by:
----------------------- ------------------------------
Its Director Its Mandate Holder
Nona Morelli's II Inc.
Signed by: /s/ Fred G. Luke
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Its Chief Executive Officer
