UNITED STATES
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) July 19, 1996
Pacific Animated Imaging Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-12536 11-2964894
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
326 First Street, Suite 100, Annapolis, Maryland 21403
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 263-7761
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Item 2. Acquisition or Disposition of Assets.
U.S. Technologies, Inc. Acquisition Corporation, a Florida business
corporation and wholly owned subsidiary of the Registrant ("Merger Sub") merged
with and into U.S. Technologies, Inc. ("UST"), a Florida business corporation,
with UST being the surviving corporation and continuing its existence under the
laws of the State of Florida (the "Merger"). Articles of Merger were filed with
the Department of State of the State of Florida on July 19, 1996, being the
Effective Date of the Merger. The terms of the Merger are set forth in an
Agreement and Plan of Merger dated July 15, 1996 by and among the registrant,
the Merger Sub, UST, and Peter S. Steele, the sole shareholder of UST prior to
the Merger. As a result of the Merger, the Registrant is now the one hundred
(100%) percent owner of UST.
No consideration was paid by the Registrant for the Merger as
of the Effective Date. However, under the terms of the Merger, the former one
hundred (100%) percent owner of UST, Peter S. Steele, has the ability to earn
four hundred thousand ($400,000.00) dollars worth of stock in the Registrant
provided certain financial standards are met in a thirty-seven (37) month period
pursuant to a Performance Standard Agreement effective as of the Effective Date
of the Merger. The number of shares which constitute the potential earn-out were
determined as of July 15, 1996.
The directors of UST are Peter S. Steele and John J.
Cadigan. With respect to the officers of UST, Peter S. Steele is President,
Suzanne C. Brown, C.P.A. is the Chief Financial Officer and John J. Cadigan is
the Treasurer and Secretary.
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Item 7.
(a) Financial Statements of Business Acquired
The required financial statements of the acquired business were not
available at the time of this filing and will be provided on or about
September 30, 1996.
(b) Proforma Financial Information
The required proforma information was not available at the time of this
filing and will provided on or about September 30, 1996.
(c) Exhibits
TABLE OF EXHIBITS
EXHIBIT ITEM
A Plan of Merger
B Articles of Merger
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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.
PACIFIC ANIMATED IMAGING
CORPORATION
Date: 8/2/96 By: /s/ John J. Cadigan
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John J. Cadigan, CEO
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EXHIBIT "A"
PLAN OF MERGER
PLAN OF MERGER (the "Plan of Merger") dated this 15th day of
July, 1996, between U.S. Technologies, Inc. Acquisition Corporation, a
corporation organized and existing under the laws of the State of Florida
("USTAC") and U.S. Technologies, Inc., a corporation organized and existing
under the laws of the State of Florida ("UST"), all such corporations being
sometimes referred to herein collectively as the "Constituent Corporations".
USTAC also sometimes referred to as the "Merged Corporation" and UST is also
referred to as the "Surviving Corporation".
1. Merger and Surviving Corporation
(a) Pursuant to the provisions of Chapter 607, Sections 607.1102
through 607.1107 of the Florida Business Corporation Act and
Section 368(a)(1)(A) of the Internal Revenue Code ("IRC"),
USTAC shall merge with and into UST in a merger qualifying as
a type A Reorganization within the meaning of IRC Section
368(a)(1)(A). UST shall be the surviving corporation after the
merger and shall continue to exist as a corporation created
and governed by the laws of the State of Florida.
(b) The name of the surviving Corporation shall be "U.S.
Technologies, Inc."
(c) The separate existence of USTAC shall cease as of the
Effective Date of the merger as hereinafter defined.
(d) The Articles of Incorporation of UST, as in effect on the
Effective Date of the merger shall continue in full force as
the Articles of Incorporation of the Surviving Corporation,
until further amended, altered or repealed as provided in the
Articles or
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EXHIBIT "A"
Bylaws or as provided by law.
2. Effective Date of Merger
The merger shall be effective as of the date on which the
Articles of Merger embodying this Plan of Merger are filed with the
Secretary of State of Florida (the "Effective Date").
3. Method of Implementation
(a) USTAC by its Articles of Incorporation has authorized capital
stock consisting of 7,500 shares of common stock, par value
$1.00 per share, of which 7,500 shares of common stock are
issued and outstanding and will be issued and outstanding on
and as of the Effective Date of the merger.
(b) UST by its Articles of Incorporation has authorized capital
stock consisting of 7,500 shares of common stock, par value
$1.00 per share, of which 7,500 shares of common stock are
issued and outstanding and will be issued and outstanding on
and as of the Effective Date of the merger.
(c) Each share of common stock of the Merged Corporation
which shall be outstanding on the Effective Date of this
merger, and all rights in respect thereof shall without
any further action on the part of anyone, be deemed for
all purposes to evidence ownership of and to represent
an equal number of shares of common stock of the
Surviving Corporation. The registered owner of such
outstanding stock certificate on the books and records
of the Surviving Corporation or its transfer agents shall,
until such certificate shall have been surrendered for
transfer or otherwise accounted for to the Surviving
Corporation or its transfer agents, have and be entitled to
exercise any voting and other rights with respect to and to
receive any dividends and other distributions upon the
common stock of the Surviving Corporation as above provided.
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EXHIBIT "A"
(d) Each option or right to purchase a share of common stock of
the Merged Corporation which shall be outstanding on the
Effective Date of this merger, and all rights in respect
thereof shall, without any further action on the part of
anyone, be deemed for all purposes to evidence ownership of
and to represent an option or right to purchase one (1) share
of the common stock of the Surviving Corporation on and as of
the Effective Date of the merger.
(e) On the Effective Date of the merger, all of the shares of the
outstanding capital stock of the Surviving Corporation shall,
without further action, be converted into the right to receive
31,068 shares of the common stock of Pacific Animated Imaging
Corporation, the parent corporation of USTAC.
4. Directors and officers
(a) The directors of the Surviving Corporation shall be elected in
accordance with the terms of the Agreement of Merger and shall
serve as the directors of the Surviving Corporation until the
next annual meeting of stockholders or until their successors
have been elected and qualified.
(b) If a vacancy shall exist on the Board of Directors of the
Surviving Corporation on the Effective Date of the merger, the
vacancy may be filled as provided in the bylaws of the
Surviving Corporation.
(c) Officers of the Surviving Corporation shall be elected in
accordance with the terms of the Agreement of Merger and shall
serve in such capacity until the Board of Directors of the
Surviving Corporation shall otherwise determine. The Board of
Directors of the Surviving Corporation may elect or appoint
additional officers as it deems necessary.
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EXHIBIT "A"
5. Terms and Conditions
(a) The by-laws of the Merged Corporation as they shall exist on
the effective date of this merger shall be the by-laws of the
Surviving Corporation until the same shall be altered, amended
and repealed as therein provided or in accordance with law.
(b) At and after the Effective Date of the merger, the Surviving
Corporation shall succeed to and possess, without further
act or deed, all the rights, privileges, obligations,
powers and franchises, both public and private, and all of
the property, real, personal and mixed, of the Merged
Corporation; all debts due to the Merged Corporation, on
whatever account, shall be vested in the Surviving
Corporation; all claims, demands, property, rights,
privileges, powers and franchises and every other interest
of the Merged Corporation shall be as effectively the
property of the Surviving Corporation as they were of the
Merged Corporation; the title to any real estate vested by
deed or otherwise in the Merged Corporation shall not revert
or be in any way impaired by reason of the merger, but shall
vested in the Surviving corporation; all rights of
creditors and all liens upon any property of either of the
Merged Corporation shall be preserved unimpaired; all
debts, liabilities and duties of the Merged Corporation
shall thenceforth attach to the Surviving Corporation and
may be enforced against it to the same extent as if such
debts, liabilities and duties had been incurred or
contracted by it; and the Surviving Corporation shall
indemnify and hold harmless the officers and directors of
the Merged Corporation against all such debts, liabilities
and duties and against all claims and demands arising out of
the merger.
(c) As and when requested by the Surviving Corporation or by its
successors or assigns, the Merged Corporation will execute
and deliver or cause to be executed and delivered
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EXHIBIT "A"
all such deeds and instruments and will take or cause to
be taken all such further action as the Surviving
Corporation may deem necessary or desirable in order to
vest in and confirm to the Surviving Corporation title to
and possession of any property of the Merged Corporation
acquired by the Surviving Corporation by reason or as a
result of the merger herein provided for and otherwise to
carry out the intent and purposes hereof, and the officers
and directors of the Merged Corporation and the officers and
directors of the Surviving Corporation are fully authorized
in the name of the Merged Corporation or otherwise to take any
and all such action.
(d) This Plan of Merger constitutes a plan of reorganization as
well as a plan of merger, to be carried out in the manner, on
the terms and subject to the conditions herein set forth.
(e) All corporate acts, plans, policies, approvals and
authorizations of USTAC, its stockholders, Board of
Directors, committees elected or appointed by the Board of
Directors, officers and agents, which were valid and
effective immediately prior to the effective date of the
merger, shall be taken for all purposes as the acts, plans,
policies, approvals and authorizations of the Surviving
Corporation and shall be effective and binding thereon as
they were on USTAC. The employees of USTAC shall become the
employees of the Surviving Corporation and continue to be
entitled to the same rights and benefits they enjoyed as
employees of USTAC, with full credit for the time of their
service as employees of USTAC.
(f) From the effective date of the merger, the officers and
directors of the Surviving Corporation are hereby authorized
in the name of the Merged Corporation to execute, acknowledge
and deliver all instruments and do all things as may be
necessary or desirable to vest in the Surviving Corporation
any property or rights of the Merged
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EXHIBIT "A"
Corporation or to carry out the purposes of this Agreement of
Merger.
6. Amendment
The Constituent Corporations may, by agreement in writing
authorized by their respective Boards of Directors or by officers
authorized to act in accordance with this Plan of Merger by such
Boards, amend this Plan of Merger at any time before the Effective Date
of Merger, notwithstanding approval of the terms hereof by the
shareholders of the Constituent Corporations.
7. Termination
This agreement may be terminated and the merger may be
abandoned at any time prior to the Effective Date notwithstanding
the approval of the shareholders of either of the Constituent
Corporations:
(a) By mutual consent of the Board of Directors of the Constituent
Corporations.
(b) At the election of the Board of Directors of either
Constituent Corporation if:
i Any legislation shall be enacted that, in the opinion
of either Board of Directors, renders the merger
inadvisable or undesirable.
ii Between the date of this agreement and the Effective
Date,, there shall have been, in the opinion of
either Board of Directors, any materially adverse
change in the business or condition, financial or
otherwise, of either Constituent Corporation.
iii Any material litigation or proceeding shall be
instituted or threatened against either of the
Constituent Corporations or any of its assets, that,
in the opinion of either Board of Directors, renders
merger inadvisable or undesirable.
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EXHIBIT "A"
8. Counterparts
For the convenience of the Constituent Corporations and to
facilitate filing, this Plan of Merger may be executed in any number of
counterparts and each such executed counterpart shall be deemed to be
an original instrument.
9. Controlling Law
The validity, interpretation and performance of this agreement
shall be governed by, construed and enforced in accordance with the
laws of the State of Florida.
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EXHIBIT "A"
IN WITNESS WHEREOF, USTAC and UST pursuant to the approval and
authority duly given by resolutions adopted by their respective Board of
Directors have caused this Plan of Merger to be signed in their respective names
by their respective presidents and their corporate seals to be hereunto affixed
and attested by their respective secretaries, all as of the date and year first
above written.
U.S. TECHNOLOGIES, INC.
ACQUISITION CORPORATION
By: /s/ John J. Cadigan
--------------------------------
John J. Cadigan, President
U.S. TECHNOLOGIES, INC.
By: /s/ Peter S. Steele
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Peter S. Steele, President
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EXHIBIT "B"
ARTICLES OF MERGER
OF
U.S. TECHNOLOGIES, INC.
AND
U.S. TECHNOLOGIES, INC. ACQUISITION CORPORATION
(Pursuant to Chapter 607, Section 607.1105
of the Florida Business Corporation Act)
U.S. Technologies, Inc., a corporation organized and existing
under and by virtue of the Florida Business Corporation Act and U.S.
Technologies, Inc. Acquisition Corporation, a corporation organized and
existing under and by virtue of the Florida Business Corporation Act, do hereby
certify:
FIRST: That the name of the constituent corporations of the merger
are U.S. Technologies, Inc., a corporation organized and existing under the
laws of the State of Florida and U.S. Technologies, Inc. Acquisition
Corporation, a corporation organized and existing under the laws of the State of
Florida.
SECOND: That on July 15, 1996, an Agreement and Plan of Merger (the
"Merger Agreement") was approved, adopted, certified, executed and
acknowledged by U.S. Technologies, Inc. and adopted by vote of two-thirds of
the holders of shares entitled to vote thereon in accordance with Chapter
607, Section 607.1103 of the Florida Business Corporation Act.
THIRD: That the Merger Agreement was approved, adopted, certified,
executed and acknowledged by U.S. Technologies, Inc. Acquisition Corporation
and adopted by vote of two-thirds of the holders of shares entitled to vote
thereon in accordance with Chapter 607, Section 607.1103 of the Florida Business
Corporation Act.
FOURTH: That the merger shall be effective on the date on which the
Articles of Merger are filed with the Secretary of State of Florida.
FIFTH: That the surviving corporation shall be U.S. Technologies,
Inc.
SIXTH: That the Certificate of Incorporation of the surviving
corporation shall be its Certificate of Incorporation.
SEVENTH: That a copy of the Merger Agreement attached hereto as
Exhibit "A" will be on file at the principal place of business of U.S.
Technologies, Inc., the address of which is 8160 Woodland Business Center,
Waters Avenue, Tampa, Florida 33614 and that a copy of the Merger
Agreement will be furnished by U.S. Technologies, Inc. on request and
without cost to any shareholder of U.S. Technologies, Inc. or U.S.
Technologies, Inc. Acquisition Corporation.
EIGHTH: That U.S. Technologies, Inc. agrees that it may be served
with process in
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EXHIBIT "B"
Florida in any proceeding for enforcement of any obligation of U.S.
Technologies, Inc., as well as for enforcement of any obligation of U.S.
Technologies, Inc. Acquisition Corporation, arising from the merger.
IN WITNESS WHEREOF, U.S. Technologies, Inc. and U.S. Technologies,
Inc. Acquisition Corporation have caused these Articles to be signed in their
respective names by their respective presidents and their respective
corporate seals to be hereunto affixed and attested by their respective
secretaries on the 15th day of July 1996.
Witness: U.S. TECHNOLOGIES, INC.
/s/ Lisa A. Shearman By: /s/ Peter S. Steele
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Peter S. Steele, President
Witness: U.S. TECHNOLOGIES, INC.
ACQUISITION CORPORATION
/s/ Lisa A. Shearman By: /s/ John J. Cadigan
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John J. Cadigan, President
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