===============================================================================
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.
June 12, 2000
-------------------------------------------
Date of Report (Date of earliest event reported)
CCC GLOBALCOM CORPORATION
-------------------------------------------
(Name of Small Business Issuer as specified in its charter)
Nevada 36-36939936
------------ -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
SEC File Number 33-30365-C
-------------------------------------------
16350 Park Ten Place, Suite 241, Houston, TX 77084
-------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone no., including area code: (281) 599-7878
-------------------------------------------------------------
Emerald Capital Investments, Inc.
536 North 100 West, Heber City, UT 84032
-------------------------------------------------------------
(Former name or former address, if changed since last report)
===============================================================================
<PAGE>
Item 1. Change in Control of Registrant
As a result of the Merger and related actions described in Item 2 below,
the Company's shareholders have elected two new directors and two of the
previous directors resigned. The officers and directors of the Company are
currently as follows:
Ziad A. Hakim CEO/President/Director
Paul Licata Vice President/Secretary/Director
Douglas P. Morris Director
As a result of the Merger and related actions described in Item 2 below,
there are currently 31,693,435 issued and outstanding. The following table sets
forth information regarding shares of our Common Stock beneficially owned as of
June 14, 2000 by: (1) each of our officers and directors; (ii) all officers and
directors as a group; and (iii) each person known by Emerald to beneficially own
five percent or more of the outstanding shares of its common stock.
Name of Amount and Nature Percent of
Beneficial Owner Beneficial Ownership(1) Class
-------------------------------------------------------------------------------
Ziad A. Hakim (2) 15,500,000 49%
Paul Licata (3) 2,000,000 6%
Douglas P. Morris (4) 3,683,813 12%
CCC Communications, LTD.(5) 3,000,000 9%
AMT Trading (5) 7,000,000 22%
(1) Excludes shares which may be issued upon the exercise of options owned
by the above-referenced persons which are described elsewhere in this
Memorandum.
(2) Mr. Hakim is the owner of 5,500,000 of these shares. A total of
3,000,000 of these shares will be owned by CCC Communications, LTD., and
7,000,000 of these shares will be owned by AMT Trading, both of which
companies are affiliates of Mr. Hakim.
(3) A total of 1,000,000 of these shares are owned by Paul Licata, P.C.
and 1,00,000 of these shares are owned by 1999 DC Trust, both of which are
affiliates of Mr. Licata.
(4) These shares are owned by Mr. Morris or his affiliates as follows: (i)
Douglas P. Morris - 1,033,813 shares; (ii) Douglas P. Morris - IRA -
300,000 shares; (iii) Hyacinth Resources, Inc. - 1,350,000 shares; and
(iv) H&M Capital Investment, Inc. - 3,400,000 Shares.
(5) These shares are also included in the shares attributed to Mr. Hakim
(see footnote 2).
Item 2. Acquisitions or Disposition of Assets
On May 3, 2000, Emerald Capital Investments, Inc. (the "Company") entered
into an Agreement and Plan of Merger (the "Agreement") to acquire CCC Globalcom,
Inc.("CCC Texas") in a merger transaction. A copy of the Agreement was filed
with the Securities and Exchange Commission as an attachment to a Form 8-K filed
May 22, 2000.
2
<PAGE>
On June 9, 1999, a Special Meeting of the Company's Stockholders was held
to consider and vote upon the following proposals:
1. A proposal to effect a 1-for-20 reverse split of the issued and
outstanding shares of the Company's common stock.
2. A proposal to reincorporate the Company in the State of Nevada and in
connection therewith to change the Company's name to CCC Globalcom
Corporation.
3. A proposal to approve an Agreement and Plan of Merger (the "Merger
Agreement") between the Company and CCC Texas and the acquisition
("Merger") of CCC Texas by the Company.
4. Subject to stockholder approval of Proposal 3, to consider and vote upon
the election of directors.
All of the proposals were approved by the shareholders of the Company. On
June 12, 2000, the following action was taken:
o Pursuant to the terms of a reincorporation merger agreement,
Articles of Merger were filed in the State of Nevada and a
Certificate of Ownership and Merger was filed in the State of
Delaware and in connection therewith:
o the Company changed its domicile from the State Delaware to
the State of Nevada;
o the Company changed its name from Emerald Capital Investments,
Inc. to CCC Globalcom Corporation; and
o the Company effected a 1-for-20 reverse stock split.
o the Company (now named CCC Globalcom Corporation) acquired CCC Texas
in a reverse triangular merger whereby Emerald Merger Sub, Inc., a
wholly-owned subsidiary of the Company, merged into CCC Texas and
all of the shares of common stock of CCC Texas were converted into
30,250,000 shares of the Company's common stock (calculated after
the 1-for-20 reverse stock split);
o the officers and directors of the Company prior to the Merger,
resigned and the following persons were elected as directors of the
Company: Ziad A. Hakim, Paul Licata and Douglas P. Morris.
The Company files reports with the Securities Exchange Commission under
Section 15(d) of the Securities Exchange Act of 1934, as amended and as a
result, is not subject to the Proxy Rules.
3
<PAGE>
Therefore, no Proxy Statement was filed in connection with the transaction.
However, attached hereto is a copy of the Proxy Statement distributed to the
Company's stockholders.
Item 6. Resignation of Registrant's Directors
In connection with the Merger described it Item 2 above, Frank Ross and
Henry Obartuch, resigned as officers and directors of the Company effective June
12, 2000. The resignations were pursuant to the terms of the Agreement and not
as the result of any disagreement.
Item 7. Financial Statements and Exhibits
Financial Statements. The Company will provide the financial statements
required by paragraph (a) of Item 7 of Form 8-K promulgated by the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within 60 days after the date that the initial report on this Form 8-K
must be filed.
Exhibits.
-----------
No. Description
----------------------------------------------------------
3.1 Articles of Incorporation - State of Nevada
3.2 Bylaws - CCC Globalcom Corporation
99.1 Proxy Statement
99.2 Press Release
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: June 14, 2000 CCC GLOBALCOM CORPORATION.
By /s/ Ziad A. Hakim
-----------------------------------
Ziad A. Hakim, CEO/President
4
