FORM 8-K/A
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): August 22, 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:JOEBOPT.8K]
<PAGE>
Item 1. Changes in Control of Registrant
N/A
Item 2. Acquisition or Disposition of Assets
On June 13, 1996, the Registrant, as the controlling parent of
Group V Corporation, formerly, NuOasis Gaming, Inc. ("Group V"), granted to
Joseph Monterosso ("Monterosso") an option to acquire 250,000 Series B Preferred
Shares of NuOasis (the "Series B Shares") owned by the Registrant.
On June 13, 1997, Monterosso exercised the Option and
purchased 128,041 Series B Shares. On August 22, 1997, the Registrant and
Monterosso entered into an Amendment Agreement under which Monterosso purchased
21,959 Series B Shares pursuant to the Option, and the Option as to the
remaining 100,000 Series B Shares was canceled.
Item 3. Bankruptcy or Receivership
N/A
Item 4. Changes in Registrant's Certifying Accountant
N/A
Item 5. Other Events
N/A
Item 6. Change in Registrant's Directors
N/A
Item 7. Financial Statements and Exhibits
(a) N/A
(b) N/A
(c) Exhibits
1. Amendment to Agreement
Item 8. Change in Registrant's Fiscal Year
N/A
[NM\8K:JOEBOPT.8K]
2
<PAGE>
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 21, 1997 By: /s/ Fred G. Luke, CEO and Director
-----------------------------------
Fred G. Luke, CEO and Director
[NM\8K:JOEBOPT.8K]
3
AMENDMENT TO AGREEMENT
This Amendment ("Amendment") to the Option Agreement dated June 13,
1996 (the "Option") is made this 8th day of August 1997 , but effective
retroactive to the date of the Option, by and between Nona Morelli's II Inc.
("Optionor") and Joseph Monterosso ("Optionee").
WHEREAS, pursuant to the Option, Optionee has the right to purchase up
to 250,000 shares of Series B Preferred Stock (the "B Preferred Shares") of
NuOasis Gaming Inc., now known as Group V Corporation ("Group V"), at a price of
$13.00 per share; and,
WHEREAS, on June 4, 1997 (the "June 1997 Modification") Optionor agreed
with Optionee to accept certain securities, consisting of shares of common stock
of Network Long Distance Inc., a Delaware corporation (the "Network Shares"), in
lieu of the cash towards the purchase price on the unexercised portion of the B
Preferred Shares; and,
WHEREAS, Optionee has not yet been able to effect the transfer of the
Network Shares to Optionor and there is some uncertainty that such securities
can be transferred prior to the expiration of the Option; and,
WHEREAS, Optionor is willing to extend the term of the Option pursuant
to the terms of this Amendment upon the terms and conditions hereof.
NOW, THEREFORE, in consideration for the covenants and promises made
herein, and for other good and valuable consideration, the sufficiency and
adequacy of which is hereby mutually acknowledged and agreed by the parties
hereto, Optionee and Optionor hereby agree as follows:
1. The parties mutually agree and the Option is hereby extended: the Option
shall expire on August 15, 1997.
2. The parties mutually agree and the Option is hereby amended: the purchase
price for each B Preferred Share, unexercised as of the date hereof, is
approximately $72.20 per share.
3. Optionor agrees to accept $1,585,467, consisting of $121,959 in cash and
195,006 shares of the Network Shares, valued at approximately $1,463,508,
or $7.50 per share on a discounted basis, as the full purchase price on
21,959 shares of the remaining B Preferred Shares not previously purchased
(the "Phase III Purchase").
4. Optionee and Optionor mutually agree that the Option as to 100,000 B
Preferred Shares remaining unexercised, giving effect to the Phase III
purchase, shall hereby terminate.
Except as amended and modified by this Amendment, the terms and conditions of
the Option shall otherwise remain in force and effect as stated therein.
<PAGE>
A facsimile, telecopy or other reproduction of this instrument 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 instrument as well as any facsimile, telecopy or other
reproduction hereof.
"Optionor"
Nona Morelli's II Inc.
By: /s/ Fred G. Luke
----------------------------------
Name: Fred G. Luke
Title: CEO
"Optionee"
/s/ Joseph Monterosso
---------------------------------------
Joseph Monterosso
