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): May 17, 2000
AURIC METALS CORPORATION
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(Exact name of Registrant as specified in its Charter)
NEVADA 0-6334 87-0281240
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(State or other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File No.) Identification No.)
1475 East Terminal Way, Suite E
Reno, Nevada 89502
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number including Area Code: (770) 239-7447
Not applicable.
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Former name, former address and former fiscal year, if
changed since last report.
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Item 1. Changes in Control of Registrant.
On April 11, 2000, Auric Metals Corporation (the "Company" or the
"Registrant") entered into a Consulting Agreement (the "Consulting Agreement")
with Marc J. Schwartz, an independent third party, under the terms of which Mr.
Schwartz was retained as a consultant to explore a possible new business
direction of the Company. Pursuant to the terms of the Consulting Agreement, the
Registrant agreed to pay Mr. Schwartz the sum of $120,000, and grant options to
acquire shares of its common stock as follows:
a) 100,000 shares exercisable at $1.125 per share;
b) 100,000 shares exercisable at $1.125 per share when the stock
price of the Registrant reaches and maintains for 10 days a price of $3.00 per
share; and
c) 100,000 shares exercisable at $1.125 per share when the stock price
of the Registrant reaches and maintains for 10 days a price of $5.00 per share.
In connection with Mr. Schwartz' engagement, the Registrant decided to
change its business direction from a company principally engaged in the
acquisition, exploration and development of interests in various natural
resource properties, to one engaged principally in investing in, and operating,
technology companies. As a result of this decision, the Registrant determined it
would cause its wholly-owned subsidiary, Auric Minerals Corporation, to sell its
interest in Corporacion de La Fonda, a closely-held New Mexico corporation, as
described under "Item 2. Acquisition or Disposition of Assets," below.
As a result of the decision to change the business direction of the
Registrant, described above, on May 17, 2000, the Registrant effected a change
in management. The Registrant's board of directors, consisting of James F.
Fouts, Chairman, Elizabeth White, and Dan Ligino, resigned, seriatum, and Marc
Schwartz and Donald Ratajczak, were elected as the new members of the board of
directors of the Registrant. In addition, James F. Fouts and Betty Fouts, his
wife, resigned as President and Secretary, respectively, and Donald Ratajczak
was appointed as the President and Chairman of the Board, and Marc Schwartz was
appointed as the Vice President and Secretary/Treasurer, of the Company.
Set forth below is a brief biographical description of Messrs.
Ratajczak and Schwartz:
Donald Ratajczak has occupied the position of Director of the Economic
Forecasting Center, College of Business Administration, Georgia State University
since 1973. Prior to his current position, he was Director of Research, Director
of Forecasting Models and Associate Director University of California at Los
Angeles ("UCLA") Forecasting Project during 1973, 1969 to 1970 and 1969 to 1973,
respectively. Dr. Ratajczak was also Assistant Professor at UCLA Graduate School
of Management, from 1969 to 1973. From 1966 to 1968, he was an Instructor at
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Massachusetts Institute of Technology, and from 1966 to 1967, he was an
Economist, Office of Postmaster General of the United States in Washington, D.C.
Dr. Ratajczak graduated in 1972 with a Ph.D. degree in Economics from
Massachusetts Institute of Technology. As President and Chairman of the Board,
Mr. Ratajczak will be responsible for the administration of Company matters.
Marc J. Schwartz is a licensed security broker and has been the Vice
President of Dunwoody Brokerage Services Capital Group, a subsidiary of Dunwoody
Brokerage Services, Inc., since 1998. From 1992-1998, Mr. Schwartz was a retail
securities broker with Robinson Humphrey, Solomon Smith Barney and Morgan
Stanley Dean Witter. As Vice President and Secretary/Treasurer, Mr. Schwartz
will be responsible for directing Company strategy.
Prior to becoming officers and directors of the Registrant, Messrs.
Schwartz and Ratajczak, along with a number of other individuals, acquired stock
of the Registrant in private transactions, as reflected on a Schedule 13D filing
dated April 17, 2000.
Dunwoody Brokerage Services, Inc., a broker-dealer firm with which Mr.
Schwartz is affiliated, has agreed to assist James Fouts and members of his
family, in selling, in private transactions, shares of common stock of the
Company held by them, in exchange for which these sellers have agreed to pay a
fee of $0.07 per share.
In April, 2000, in anticipation of the changes described above, the
board of directors authorized the grant of options to Mr. Ratajczak, entitling
him to purchase a total of 150,000 shares of the Company's common stock, at a
price of $3.00 per share. The Company has also authorized the grant of options
for up to an additional 100,000, to prospective employees, advisors and others,
at prices of between $3.00 and $5.00 per share.
Item 2. Acquisition or Disposition of Assets.
The Registrant's wholly-owned subsidiary, Auric Minerals Corporation
("Auric Minerals"), has held a minority interest in Corporacion de La Fonda, a
closely-held New Mexico corporation. La Fonda's principal asset is the Hotel de
La Fonda, a hotel and retail operation in Santa Fe, New Mexico. Auric Minerals
owns a total of 9,200 shares of common stock of La Fonda, or approximately 8.5%
of the total issued and outstanding shares of common stock of La Fonda. James F.
Fouts, then President of the Registrant and Auric Minerals, also owns 705
shares, or approximately .6% of the issued and outstanding common stock of La
Fonda, which he has owned for over fifteen (15) years.
In order to facilitate the change in the Company's business direction
described in Item 1 above, the board of directors determined that it was in the
best interest of the Company, to dispose of Auric Mineral's ownership interest
(9,200 shares) in La Fonda, on the best terms available. Auric Minerals
considered a number of different alternatives for the sale of the shares of La
Fonda (the "La Fonda Shares"), at "fair market value" or the best price
available, including offering the La Fonda Shares to other La Fonda
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shareholders. Recently, La Fonda indicated an interest in purchasing the La
Fonda Shares, at what it considers to be the reasonable or "fair" value for such
shares, which has resulted in a stock purchase agreement between the
Registrant's subsidiary and La Fonda (the "Stock Purchase Agreement"). Under the
terms of the Stock Purchase Agreement, La Fonda has agreed to purchase the La
Fonda Shares at a price of $141.69 per share, together with additional
consideration with a value of approximately $100,000, for a total purchase price
of approximately $1,404,548. La Fonda has recently purchased shares of La Fonda
stock from an existing shareholder at a price of $141.69 per share, and
authorized the issuance of 5 year stock options at a price of $149 per share.
All previous private purchases of La Fonda shares have been at lower prices.
Therefore, given these circumstances, and the fact that La Fonda is a
closely-held corporation with small annual dividends and very limited liquidity
in its stock, the board of directors believe the terms of purchase of the La
Fonda shares are fair and reasonable. Pursuant to the Stock Purchase Agreement,
La Fonda has paid the sum of $104,548, and agreed to pay the balance of the cash
purchase price, of $1,200,000, within thirty (30) days, or on or before June 15,
2000. In addition to the cash consideration, La Fonda has agreed to provide to
the Registrant the use of a minimum of two rooms for 30 nights per year, at the
La Fonda Hotel, for a period of ten (10) years, having an estimated present
value of $100,0000.
In connection with the transaction, James F. Fouts and other members of
the Fouts family have indicated that they are willing to loan to La Fonda all or
a portion of the funds necessary for La Fonda to complete the purchase of the La
Fonda stock, on terms to be negotiated.
As a result of this transaction, the Registrant will have a total of
$1,304,548 in cash, and the other consideration described above.
Item 6. Resignations of Registrant's Directors.
As described under "Item 1. Change in Control," on May 17, 2000, James
F. Fouts, Elizabeth White and Dan Ligino, resigned as directors of the Company,
and Marc Schwartz and Donald Ratajczak were elected as new directors of the
Registrant.
Item 7. Financial Statements and Exhibits
The following exhibits are filed as part of this report:
Exhibit No. SEC Ref. No. Description/Title of Document
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* 10 Consulting Agreement with Marc J. Schwartz
1 10 Agreement between Auric Minerals Corporation and
Corporacion de La Fonda
*This exhibit was previously filed as an exhibit to the Schedule 13D filed on or
about April 17, 2000, and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
REGISTRANT:
AURIC METALS CORPORATION
Date: May 17, 2000 By: /s/ Donald Ratajczak
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Donald Ratajczak, President
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AGREEMENT Exhibit 1
THIS AGREEMENT (hereinafter the "Agreement") is made and entered into
as of the 17th day of May, 2000 ("Effective Date"), by and between Auric
Minerals Corporation (hereinafter referred to as "Auric"), a Nevada corporation,
and Corporacion de La Fonda (hereinafter referred to as "La Fonda"), a New
Mexico corporation (hereinafter together sometimes referred to as the
"Parties"), upon the following premises:
Premises
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A. Auric is the holder of a total of 9,200 shares of common stock
of La Fonda (the "Common Stock").
B. Auric is in the process of changing management and its
business direction, and, in doing so, is interested in selling the Common Stock
to La Fonda.
C. La Fonda is interested in purchasing the Common Stock on the
terms set forth herein.
Agreement
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NOW, THEREFORE, in consideration of the promises and of the respective
representations, warranties, covenants, agreements and conditions contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Incorporated by Reference.
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The above recitals are incorporated herein by this reference.
2. Terms of Purchase and Sale.
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Upon the terms and subject to the conditions herein stated, Auric and
La Fonda agree as follows:
2.1 La Fonda will purchase the Common Stock from Auric, and Auric will
sell to La Fonda the Common Stock, at a total purchase price of $1,303,548, and
other consideration, as follows:
a) The sum of $103,548 shall be immediately due and payable,
by wire transfer of funds to Auric's account, upon execution of this Agreement;
b) The sum of $1,200,000 shall be due and payable in full
within thirty (30) days of execution of this Agreement; and
c) La Fonda shall also grant to Auric the use of rooms in the
hotel for a period of ten (10) years, as set forth in paragraph 2.5 below.
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2.2 Contemporaneously with the execution and delivery of this
Agreement:
a) La Fonda shall immediately wire transfer to Auric, at its
bank account, good funds in the amount of $103,548;
b) Auric shall deliver to La Fonda, immediately upon receipt
of the payment in subparagraph (a) above, a stock certificate or certificates,
representing the Common Stock; and
c) Auric shall deliver to James C. Lewis, counsel for Auric, a
stock power, authorizing the transfer of the Common Stock to La Fonda,
immediately upon receipt of the payment of $1,200,000 described in paragraph 2.1
above. Such stock power shall be delivered to La Fonda immediately upon receipt
of such $1,200,000 payment.
2.3 If La Fonda fails to timely make the payment of $1,200,000 set
forth in paragraph 2.1 above, or fails to perform its obligations hereunder in
any other material respect, La Fonda shall immediately return to Auric the stock
certificate(s) representing the Common Stock.
2.4 Upon execution of this Agreement, and transfer of the
certificate(s) representing the Common Stock, and until La Fonda fails to
perform as set forth in paragraph 2.3 above, La Fonda shall be the owner of the
Common Stock, with all of the incidents thereto, including, but not limited to,
voting rights and rights to dividends. If La Fonda fails to timely make the
payment of $1,200,000 set forth above, the ownership of the Common Stock shall
immediately and automatically revert to Auric.
2.5 As described in paragraph 2.1 above, La Fonda agrees to provide two
rooms having a current value of $200 per night, at the Hotel de La Fonda owned
by La Fonda, for 30 days each year, for a period of ten (10) years. Auric may
vary the date(s) for use of rooms, subject to availability due only to prior
customer reservations.
3. Representations and Warranties of Auric.
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3.1 Auric is the owner of the Common Stock and the Common Stock is
fully paid and nonassessable, free of any liens, judgments, encumbrances,
security agreements, options, claims, charges or other contractual restrictions,
except as set forth in this agreement.
3.2 There is no suit, action, arbitration or legal, administrative or
other proceeding, or governmental investigation pending to which Auric is a
party, or to the best knowledge of Auric, which is threatened against Auric, to
which an adverse determination could result in a lien, encumbrance, claim or
other charge or restriction being placed on the Common Stock or any part
thereof.
3.3 Auric has the legal right, power and authority to enter into this
Agreement, and to consummate the transactions contemplated herein, and the
execution, delivery and performance thereof by Auric do not require the consent
or approval of any governmental body, agency or authority which has not been
obtained.
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4. Representations and Warranties of La Fonda.
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La Fonda represents and warrants as follows:
4.1 La Fonda has the legal right, power and authority to enter into
this Agreement, and to consummate the transactions contemplated herein, and the
execution, delivery and performance thereof by La Fonda do not require the
consent or approval of any governmental body, agency or authority which has not
been obtained..
4.2 To the best knowledge of La Fonda, there are no contracts or
arrangements between La Fonda and/ or any of its officers, directors or
shareholders, which would prohibit or restrict, in any way, the transaction
contemplated by this Agreement.
5. Miscellaneous Covenants and Agreements.
5.1 Expenses of Sale. The Parties agree that each of them shall bear
its own direct and indirect expenses incurred in connection with the
negotiations and preparation of this Agreement and the consummation and
performance of the transactions contemplated hereby.
5.2 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of New Mexico. Any action or proceeding brought be any
party against another arising out of or related to this Agreement shall be
brought in a state or federal court of competent subject matter jurisdiction
located within Santa Fe, New Mexico, and each of the Parties to this Agreement
consents to the personal jurisdiction of those courts.
5.3 Survival of Representations, Warranties and Covenants. Unless
otherwise specifically indicated, all representations, warranties and covenants
contained herein or made pursuant to this Agreement shall survive the Closing
and shall continue in full force and effect to the extent necessary to
effectuate the purposes of this Agreement.
5.4 Binding Effect. Except as specifically otherwise provided herein,
the provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors and assigns of the Parties hereto.
5.5 Entire Agreement. This Agreement and any ancillary agreements or
other documents delivered pursuant hereto constitute the full and entire
understanding and agreement between the Parties with regard to the subjects
hereof and no party shall be liable or bound to any other party in any manner by
any representation, warranties or covenants except as specifically set forth
herein. Except as expressly provided herein, neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.
5.6 Notices. All notices and other communications required or
permitted under this Agreement shall be in writing and shall be delivered
personally or mailed by first class mail,
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postage prepaid, with notice to be effective upon such delivery or mailing, and
shall addressed as follows:
If to Auric:
Auric Minerals Corporation
c/o Jim Fouts
P.O. Box 7070
Monroe, LA 71203-3015
With a copy to:
James C. Lewis
Lewis Law Offices
10 West 100 South, #600
Salt Lake City, Utah 84101
If to La Fonda:
Corporacion de La Fonda
Attn: Sam Ballen
Box 2263
Santa Fe, New Mexico 87504
With a copy to:
James Compton
The Business Law Firm
7005 Prospect Place NE
Albuquerque, NM 87110
Either party may, by written direction to the other, change the address
to which said notice shall be sent.
5.7 Publicity. No press or publicity releases or announcement
concerning this Agreement or the transactions contemplated hereby shall be
issued without advance approval of the form and substance thereof by Seller and
Buyer.
5.8 Confidentiality. The Parties shall honor all confidentiality
agreements currently in place between or among them, which agreements survive
any termination of this Agreement.
5.9 Attorney's Fees. In the event of a default, the defaulting party
shall pay all costs and attorney's fees that the non-defaulting party
establishes were reasonably incurred by the non- defaulting party in enforcing
its rights under the terms of this Agreement, regardless of whether or not suit
is filed. Notwithstanding the foregoing, each party shall first give thirty (30)
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days notice of any claimed default, specifying the default, and no such costs
and attorney's fees may be charged if the default is cured or corrected within
such thirty (30) day period.
5.10 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
5.11 Severability. The Parties agree that if any provision of this
Agreement is capable of two constructions, one which would render the provision
illegal or otherwise voidable or unenforceable and the other of which would
render the provision valid and enforceable, such provision shall have the
meaning which renders it valid and enforceable. The language of all provisions
of this Agreement shall be construed simply according to its fair meaning and
not strictly against the Parties. It is the desire and intent of the Parties
that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies in force. If any provision is
nonetheless held to be void or unenforceable, all of the others shall remain in
full force and effect.
5.12 Injunctive and Equitable Relief. Parties recognize that in the
event of a breach of the terms of this Agreement that damages may not always be
an adequate remedy, and therefore stipulate that injunctive or other equitable
relief shall be available to the non-breaching party.
5.13 Assignment. Neither this Agreement nor any right under this
Agreement nor interest in this Agreement may be assigned by either party without
the prior express written consent of the other party, which may be withheld at
such other party's absolute discretion.
5.14 Waiver. Any waiver of any provision of this contract or of any
right by any party to this contract at any time shall not be construed as a
wavier or bar of any such right or provision at any future time, unless
expressly stated in writing.
IN WITNESS WHEREOF, this Agreement is hereby executed as of the date
first above written.
SELLER:
AURIC MINERALS CORPORATION
By /s/ James F. Fouts
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James F. Fouts, President
BUYER:
CORPORACION De LA FONDA
By /s/ Sam Ballen
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Sam Ballen, Chairman
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