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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
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Date of Report (Date of earliest event reported): September 28, 2000
AUTOLEND GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10569 22-3137244
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
600 Central SW, Third Floor
Albuquerque, New Mexico 87102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (505) 768-1000
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ITEM 1. CHANGE IN CONTROL
Effective October 12, 2000, the Registrant learned that a block of
634,028 shares of the Registrant's common stock, equal to approximately 58%
of the total shares outstanding, changed hands in a private sale between
two third parties. The seller is Mendham Investments LP, and the buyer and
new majority owner is Prinova Capital Group, LLC, a New Mexico limited
liability company ("Prinova"). Prinova is a private, closely-held company,
headquartered in New Mexico. Prinova has no past or present ties or
affiliations to any recent or former shareholder, director, or officer of
the Registrant. Prinova acquired the block of shares together with all the
seller's rights under the five-year, uncollateralized, non-interest-bearing
debt obligations of the Company; the seller's transferred rights
thereunder have a face value of $412,500. The combined package price for
the controlling block of shares and the rights to the debt obligation was
$75,000, which price was paid in cash (via certified funds) from the
Albuquerque bank account of Prinova.
ITEM 5. OTHER EVENTS
A. Resignation of Chief Executive Officer
Effective September 28, 2000, through an executed agreement between
the Registrant and its former CEO, Nunzio P. DeSantis, Mr. DeSantis
resigned as an employee and officer and in all capacities, and is no longer
affiliated with, or associated in any manner with, the Registrant. The
agreement provided for, among other things, the settlement of all past,
present, and future claims by Mr. DeSantis against the Registrant
(including the claim with respect to the reimbursement for legal fees of
$123,000 or more); the cancellation of the debt owed to the Registrant by
Mr. DeSantis of $150,000; the transfer to the Registrant of certain items
of furniture; and the payment to the Registrant by Mr. DeSantis of a
certain sum of cash upon execution. Mr. DeSantis had previously resigned
from the Registrant's Board of Directors effective May 1, 2000, and has
held no shares in the Registrant since March 5, 1999. The agreement
further provides that Mr. DeSantis henceforth shall not acquire, possess,
or assert, directly or indirectly, any interest of any kind in the
Registrant.
B. Change in the Board of Directors and Officers
Effective October 13, 2000, two new Directors were appointed to the
Registrant's Board. They are: Mr. John D. Emery, 53, of Albuquerque, NM;
and, Mr. Vincent J. Garcia, 48, also of Albuquerque.
Mr. Emery was also appointed acting Chairman, acting President, and
Secretary of the Registrant. Mr. Emery has been a business consultant in
private practice for the last ten years, and has previously held executive
positions. Mr. Emery has also developed and sold his own business, holds
an MBA from the Harvard Graduate School of Business Administration, and has
taught at the University of New Mexico graduate school of business
administration. From 1994 until its sale to American Tower in 1998, Mr.
Emery served on the Board of Directors of Specialty Teleconstructors, Inc.,
a Nasdaq-listed company that had annual revenues of $65 million.
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Mr. Garcia is the Managing Member and majority interest-holder in
Prinova Capital Group, LLC, and is Chairman and President of its
affiliates, which includes Prinova Investments, Ltd. Mr. Garcia, together
with Prinova Investments, Ltd., is the lead investor, developer, and
majority interest-holder with respect to the $32 million Renaissance
Development project in downtown Albuquerque.
After the appointment of Mr. Emery and Mr. Garcia to the Board, Philip
Vitale, M.D., tendered his resignation from the Board of Directors and in
all capacities, which the Board accepted.
C. Actions by the Board
Effective October 19, 2000, the Registrant has notified Cozen &
O'Connor, PC (of Philadelphia) that the firm will no longer represent the
Registrant in any capacity for any matter.
The Board held discussions with the Registrant's present auditors,
Meyners + Company LLC, a BDO Seidman LLC Alliance member ("Meyners"), and
thereafter passed a resolution continuing the engagement of Meyners, which
Meyners accepted.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
hereto duly authorized.
AUTOLEND GROUP, INC.
(Registrant)
/s/ John D. Emery
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John D. Emery
Acting President,
Acting Chairman of the Board, and
principal executive officer
Date: October 19, 2000
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