SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) January 12,2000
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AUTHORISZOR INC.
(Exact name of registrant as specified in charter)
Delaware 33-28562 75-2661571
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1 Justin Road
Natick, Massachusetts 01760-5565
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (508) 650-3916
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8201 Preston Road, Suite 600, Dallas, Texas 75225
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On January 28, 2000, Authoriszor Inc. (the "Company") completed the
sale (the "Sale") of all of the share capital of Toucan Mining Plc ("Toucan
Mining"), a wholly owned subsidiary of the Company, for an aggregate
consideration of (pound) 500,000. The sale of Toucan Mining was made to Golden
Ridge Group Limited, a company registered in the British Virgin Islands,
pursuant to a Share Sale Agreement, dated January 28, 2000 (the "Agreement").
On the same date, and prior to the aforementioned sale of Toucan
Mining, Toucan Mining transferred to the Company for a consideration of (pound)
1.00 the beneficial interest in 2 million ordinary shares, (the "Minmet
Shares"). The Minmet Shares cannot be sold by the Company without the consent of
Minmet plc until January 6, 2001. In addition, Toucan Mining transferred to the
Company for a consideration of (pound) 1.00 warrants to subscribe for a further
7.7 million ordinary shares of Minmet plc at an exercise price of (pound) 0.08
(the "Warrant Shares"). The Company is not contractually restricted from selling
the Warrant Shares.
Accordingly, at the time of the Sale, the assets of Toucan Mining
consisted primarily of certain mining claims in Brazil, the right to acquire
certain additional mining claims in Brazil, and 8,030,000 shares of Minmet plc,
8 million of which cannot be sold without the consent of the Minmet plc until
January 6, 2001.
The Company had previously announced a spin-off of Toucan Mining to its
stockholders, subject to the satisfaction of certain conditions, including the
registration of the shares of Toucan Mining pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Toucan Mining had filed with the
Securities and Exchange Commission a registration statement on Form 20-F to
register its shares under the Exchange Act but had not completed the
registration process. In light of the Company's need to dispose of its mining
interests (except for the retained Minmet Shares and Warrant Shares) in a timely
fashion in order to be able to pursue its current internet security business,
the Company determined to sell Toucan Mining rather than completing the
registration process and pursuing the proposed spin-off of Toucan Mining.
Item 5. Other Events
At a meeting of the Board of Directors of the Company on January 12,
2000, Richard A. Langevin was appointed Chief Executive Officer, President and
Director of the Company.
The Board of Directors of the Company also appointed Sir Malcolm
Rifkind as a non-executive director. However, the number of members of the Board
of Directors of the Company remained at seven, as L. Clark Arnold and Robert A.
Pearce resigned as directors and officers of the Company.
Additionally, the Company has changed the location of its principal
executive offices. The principal executive offices of the Company are located at
1 Justin Road, Natick, Massachusetts 01760-5565.
In addition, the Company has placed 2,727,273 shares of its common
stock, par value $.01 per share (the "Common Stock"), at $11.00 per share. The
offering is expected to close on February 16, 2000. This placement was made
pursuant to Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act") in the United Kingdom and Europe. The gross
proceeds of the placement will be $30,000,003. The Company has agreed to grant
certain registration rights to the purchasers of these shares. In addition, the
Company granted an option to the placement agent to purchase 136,363 shares of
common stock at an exercise price of $11.00 per share.
2
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The current offering of such securities has not been registered under
the Securities Act pursuant to Regulation S, and the placement shares may not be
offered, sold or delivered in the current offering in the United States or to or
for the account or benefit of any United States Person (as such terms are
defined in Regulation S) . Such securities may not be reoffered or resold in the
United States absent registration under the Securities Act or pursuant to an
applicable exemption from such registration requirements. Hedging transactions
in Common Stock may not be engaged in unless in compliance with the Securities
Act.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable.
(b) Pro forma financial information
Not applicable.
(c) Exhibits
2.1 Share Sale Agreement, dated as of January 28, 2000,
by and between Authoriszor Inc. and Golden Ridge
Group Limited.
99.1 Press Release, dated February 8, 2000, with respect
to the offering of securities pursuant to Regulation
S.
99.2 Press Release, dated February 11, 2000, with respect
to the placement of securities pursuant to Regulation
S.
3
<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 hereunto duly authorized.
Authoriszor Inc.
(Registrant)
Date: February 14, 2000 By: /s/ Richard A. Langevin
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Richard A. Langevin
President and Chief Executive Officer
(Principal Executive Officer)
4
DATED 28th JANUARY 2000
SHARE SALE AGREEMENT
re Toucan Mining Plc
(1) AUTHORISZOR INC
(2) GOLDEN RIDGE GROUP LIMITED
Kingsley Napley
Knights Quarter
14 St John's Lane
London EC1M 4AJ
Tel: 0171 814 1200
Ref: 0151SJS.DPM
<PAGE>
THIS AGREEMENT is made the 28th day of January 2000 BETWEEN:
(1) AUTHORISZOR INC of Windsor House Cornwall Road Harrogate North Yorkshire
HG1 2PN ("the Vendor"); and
(2) GOLDEN RIDGE GROUP LIMITED (a company registered in the British Virgin
Islands) whose registered office is situate at the Tropic Isle Building
PO Box 438 Road Town Tortola British Virgin Islands ("the Purchaser")
NOW THIS AGREEMENT WITNESSES as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 In this agreement the following words and expressions have the following
meanings:
"Coda" Coda Corporate Services Limited of PO Box
204 4th Floor Celtic House Victoria Street
Douglas Isle of Man IM99 1Q2
"Company" Toucan Mining Plc more particularly
detailed in Schedule 1
"Mr. Jeffcock" Robert Parkyn Jeffcock of Apartment B42
Roc Fleurl 1 Rue to Tenao MC98000 Monaco
"the Liabilities" the material unsecured trading liabilities
of the Company as at the date of this
Agreement more particularly detailed in
Schedule 2
"Minmet" Minmet Plc a company incorporated in the
Republic of Ireland Limited
"Minmet Shares" 13,030,000 Ordinary Shares of IR 1p each
in the capital of Minmet the legal and
beneficial ownership of which is as set
out in Part 1 of Schedule 3
<PAGE>
"the Restriction" the contractual covenant given by the
Vendor to Minmet restricting the transfer
or disposal of 13,000,000 of the Minmet
Shares more particularly detailed in Part
2 of Schedule 3
"Shares" the 647,857 issued Ordinary Shares of 10
pence each of the Company which represents
the whole of the issued share capital of
the Company
"Warranties" the warranties by the Vendors in Clause 5
"the ZuZu Agreement" the Agreement of June 1999 made between
ZuZu (as therein defined)(1) the Vendor
(2) and the Company (3) a copy of which
agreement is attached hereto by way of
disclosure
1.2 Clause headings in this Agreement are for ease of reference only and do
not affect the construction of any provision
2 AGREEMENT FOR SALE
Subject to the terms and conditions of this Agreement the Vendor shall
sell with full title guarantee and the Purchaser shall purchase the
Shares, with all rights attaching to them and with effect from the date
of this Agreement;
3 PURCHASE CONSIDERATION
The purchase consideration for the Shares shall be the sum of
(pound)500,000
4 COMPLETION
4.1 Completion of the sale and purchase of the Shares shall take place at
the offices of the Vendor's solicitors immediately after the signing of
this Agreement
4.2 The Vendor shall deliver to the Purchaser:
4.2.1 duly completed and signed transfer in favour of the Purchaser
or as it may direct of the Shares together with relative share
certificates;
4.2.2 the resignation of Mr. Jeffcock as a director from his
respective office as director of the Company;
4.3 There shall be delivered or made available to the Purchaser:
<PAGE>
4.3.1 the seal and certificate of incorporation of the Company;
4.3.2 the statutory books of the Company;
4.3.3 the share certificates in respect of the Minmet Shares
4.4 A Board Meeting of the Company shall be held at which:
4.4.1 such persons as the Purchaser may nominate shall be appointed
additional directors;
4.4.2 the transfer referred to in Clause 4.2.1 shall be approved
(subject to stamping); and
4.4.3 the resignation referred to in Clause 4.2.2 shall be submitted
and accepted
4.5 Upon completion of the matters referred to in Clause 4.2 to 4.4 the
Purchaser shall pay to the Vendor's solicitors by telegraphic transfer
the purchase consideration for the Shares
5 WARRANTIES BY THE VENDOR
5.1 The Vendor warrants and represents to the Purchaser that:
5.1.1 the Vendor is the absolute and beneficial owner of the Shares
which are free of any encumbrance lien or charge;
5.1.2 save for the Liabilities the Company has no material
liabilities as at the date of this Agreement;
5.1.3 the Company is not subject of, engaged in, or party to any
litigation or court proceedings;
5.1.4 save for the holding of the Minmet Shares and the carrying on
of its gold exploration operations pursuant to its rights and
obligations under the ZuZu Agreement the Company is not
engaged in any other business;
5.1.5 the legal and beneficial interests of the Vendor and the
Company in the Minmet Shares is as stated in Schedule 3
6 THE RESTRICTION
6.1 The Purchaser agrees and undertakes to the Vendor:
<PAGE>
6.1.1 to abide by and honour both the terms and spirit of the
Restriction;
6.1.2 to indemnify and keep indemnified the Vendor against all and
any liability the Vendor may incur or suffer by reason of a
breach of the Restriction occasioned by the Purchaser after
the date of this Agreement
7 COMMUNICATIONS
7.1 All communications between the parties with respect to this Agreement
shall be delivered by hand or sent by post to the address of the
addressee as set out in this Agreement or to such other address as the
addressee may from time to time have notified for the purpose of this
clause
7.2 In proving service by post is shall only be necessary to prove that the
communication was contained in an envelope which was duly addressed and
posted in accordance with this clause
8 GOVERNING LAW
The parties agree that this Agreement shall be governed by English Law
and that any dispute arising in relation to the subject matter or its
terms shall be subject to the non-exclusive jurisdiction of the English
Courts
<PAGE>
SCHEDULE 1
Details of the Company
Place of incorporation: Isle of Man
Share capital:
Authorised 10,000,000 ordinary shares of 10 pence each
Issued 647,857 ordinary shares of 10 pence each
Directors: Francis C. Howard
Robert P. Jeffcock
Adrian E. D. Lerenthorpe
<PAGE>
SCHEDULE 2
The Liabilities
1. Obligation under the ZuZu Agreement in certain circumstances to acquire
six mining claims at an aggregate cost of up to US$120,000
2. The cost of establishing a Brazilian mining company to acquire the
claims referred to in paragraph 1 above
3. Fees for professional services of Coda
4. Fees for provision of administrative, legal and accountancy advice
5. Professional fees of US attorneys at law up to US$10,000
<PAGE>
SCHEDULE 3
Part 1
Minmet Shares - legal and beneficial ownership
Name Legal Title Beneficial Ownership
- - - - ---- ----------- --------------------
the Vendor -- 5,000,000
the Company 13,030,000 8,030,000
13,030,000 13,030,000
Part 2
The Restriction
The Vendor has undertaken to Minmet not to transfer or otherwise dispose of up
to 13,000,000 of the Minmet Shares prior to 6th January 2001 save with the prior
agreement of Minmet by way of placement by the brokers for the time being of
Minmet. Minmet has undertaken to the Vendor to act reasonably in respect of any
request by the Vendor made prior to 6th January 2001 to act reasonably.
<PAGE>
SIGNED by )
Duly authorised for and on behalf of )
AUTHORISZOR INC )
SIGNED by Mark Payne )
Duly authorised for and on behalf of ) /s/ Mark Payne
GOLDEN RIDGE GROUP LIMITED )
Contact:
Alison R. S. Simard
Tel: (212) 888-0044
Matthew Moth
Tel: 011-44-171-353-9203
AUTHORISZOR INC.
Announces United Kingdom and European Offering
Boston, Massachusetts, February 8, 2000 - Authoriszor Inc.
(OTC:BB:AUOR) announced an offering of its common stock, par value $.01 per
share, in the United Kingdom and Europe pursuant to Regulation S under the
United States Securities Act of 1933 (the "Securities Act").
The Company is offering a minimum of 1,850,000 shares (the "Shares") of
its common stock. The final purchase price for the Shares and the final number
of Shares to be sold will be determined following a period of offering by the
Company's placement agent, negotiations with prospective non-United States
purchasers by the Company's placement agent, and negotiations between the
Company and its placement agent. The Company has agreed to grant certain
registration rights to the prospective purchasers of the Shares.
The current offering of such securities will not be registered under
the Securities Act pursuant to Regulation S, and the Shares may not be offered,
sold or delivered in the current offering in the United States or to or for the
account or benefit of any United States Person (as such terms are defined in
Regulation S) . Such securities may not be reoffered or resold in the United
States absent registration under the Securities Act or pursuant to an applicable
exemption from such registration requirements. Hedging transactions in the
common stock may not be engaged in unless in compliance with the Securities Act.
AUTHORISZOR INC.
Announces Placing
Contact: Richard A. Langevin
Alison R. S. Simard President & CEO
Stern & Co. Authoriszor Inc.
Tel: 212-888-0044 Tel: 508-650-3916
[email protected]
Boston, Massachusetts, February 11, 2000 - Authoriszor Inc.
(OTC:BB:AUOR) today announced the placement of 2,727,273 shares of common stock,
par value $.01 per share, at $11.00 per share. The offering is expected to close
on Wednesday, February 16, 2000. This placement was made pursuant to Regulation
S under the Securities Act, in the United Kingdom and Europe. The gross proceeds
of the placement will be $30,000,003.
Authoriszor Inc. has agreed to grant certain registration rights to the
purchasers of the shares. The current offering of such securities has not been
registered under the Securities Act pursuant to Regulation S, and the shares may
not be offered, sold, or delivered in the current offering in the United States
or to or for the account or benefit of any United States Person (as such terms
are defined in Regulation S). Such securities may not be reoffered or resold in
the United States absent registration under the Securities Act or pursuant to an
applicable exemption from such registration requirements. Hedging transactions
in the common stock may not be engaged in unless in compliance with the
Securities Act.
