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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
November 29, 1999
KENSINGTON INTERNATIONAL HOLDING CORPORATION
(Exact name of registrant as specified in charter)
MINNESOTA 33-38119-C 41-1619632
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(State of (Commission (I.R.S. Employer
organization) File Number) Identification
Number)
Suite 654 - Interchange Tower
600 South Highway 169
Minneapolis, Minnesota 55426
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 546-2075
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Item 1. Change in Control of Registrant.
The Registrant called its annual Shareholders meeting on October 9,
1999, as is shown by the PROXY Statement which has been filed and incorporated
herein by reference. The five nominees, Keith Witter, Graeme Wallace, Keith
Bernhardt, Mike Nakonechny and Mark Haggerty were elected to the Board of
Directors. The Board on October 9, 1999 then elected Mike Nakonechny as its
Chairman and Mark Haggerty as its President, CEO and COO and Jeff Etten as its
CFO and Holly Callen as its Secretary. All of the other items in the PROXY
Statement were approved by the shareholders.
Item 2. Acquisition or Disposition of Assets.
Pursuant to a memorandum of understanding dated June 26, 1999 the
Registrant obtained a 50.44% ownership interest in Mail Call, Inc., a
Florida corporation, as of November 30, 1999. The acquistion was approved
by the shareholders and Directors at the annual meeting held on October 9,
1999.
The Registrant invested approximately $1,130,000 dollars into Mail Call,
Inc. for its 50.44% equity interest. The Registrant paid off Mail Call's
$80,000 line of credit, paid off
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approximately $50,000 in Mail Call payables and raised another $1,000,000
through a Regulation D 506 Offering. The $1,000,000 will be used for Mail
Call operations and to market Mail Call's text-to-speech technology, which
allows a user to read e-mail over the telephone without a computer.
Mail Call, Inc. has a text-to-speech technology that allows a user to
manage his or her e-mail by telephone without a computer. The user calls a
toll-free number, 1-888-MAILCAL, and logs in with their personalized
customer ID and PIN code. The Mail Call service will then tell them, in a
computerized voice, how many e-mail messages are in their existing e-mail
box, and then reads the headers for each message. The user may respond
directly to the sender using their natural voice on the phone or with a
preexisting text response. In addition, the user may forward the message to
someone else in their address book, or send the e-mail to a FAX machine.
The user may also initiate voice e-mail from their address book, or give
the sender a phone number at which the subscriber can be reached.
Item 7. Financial Statements, Proforma Financial Information and Exhibits.
a) PROXY Statement for the October 9, 1999 Annual Shareholders meeting
is incorporated by reference.
b) Memorandum of Understanding dated June 26, 1999.
c) Financial Statements of Business Acquired. Pursuant to item 7,
financial statements required by this item will be filed before
January 31, 2000.
d) Proforma Financial Information. Pursuant to Item 7, financial
statements required by this item will be filed before January 31,
2000.
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.
Kensington International Holding Corporation
(Registrant)
by /s/ Mark Haggerty
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Mark Haggerty, C.E.O.-C.O.O.
Dated: Minneapolis, Minnesota
November 29, 1999
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Exhibit 99
MEMORANDUM OF UNDERSTANDING
The following is an Memorandum of Understanding between the following parties,
Michael Siegel (MS), Mail Call Inc., a Florida Corporation (MC), Ron Schnell
(RS), both individually and as President of Mail Call, Inc., with and between
Kensington International Holding, Inc., AKA The Kensington Company, Inc.
(referred to as "KEN"). This MOU was signed June 26, 1999 & all parties
hereinafter referred to as "Parties" collectively.
All of the parties are desirous to enter into a mutually beneficial business
relationship based on the following representations:
1. MS represents that he owns 48.25% of MC (600 shares) free and clear, and RS
represents that he owns 48.25% (600 shares) of MC free and clear and that the
balance of MC (45 shares) is owned by Sandra Sloane. The stock may be pledged
for $80,000 borrowed against a $100,000 bank line of credit.
2. Mail Call and RS have developed source codes, trademarks, copyrighted
materials and other technologies in MC and MC has an operational method of
accessing and managing e-mail from any telephone in the world. MC was
incorporated in April 1997.
3. KEN has an interest in purchasing some of MC's stock, provided MS
substantially dilutes his interest as discussed. KEN proposes to pay the
accounts payable of $12,885 and take over and pay the Godel loan for $15,600
and cover the operating cash short falls for the next 120 days, after cash
receipts have been applied to the operating expenses, which shall include
$2,000 cash a month plus $6,000 accrued for RS. A condition precedent to
paying the items listed in the preceding sentence is that MS agrees to dilute
his existing ownership interest of 48.25% down to 16.09% with the difference
going to KEN (32.16%), or its assigns, in consideration for KEN paying to MS
the sum of $25,000. Half of this amount of stock shall be issued to KEN upon
the payment of the $25,000 and the balance of the MS stock will be issued
once both MS and RS are removed from the existing line of credit which shall
occur within 60 days of this agreement. In addition, KEN shall receive
additional stock from MC (4.02%) for its direct investments into MC as is
stated in the first sentence of this paragraph, 2% when the first $20,000 is
invested and the balance of 2.02% when a total of $50,000 has been invested.
KEN will attempt to raise an additional $1,000,000 from third parties within
90 to 120 days. The existing percentage stock ownership, what it will be
after Ken becomes involved and what it will be if another $1,000,000 ("*"
these percentages may change depending on what the new investors need) are
listed below (the post-$1MM percentages are agreed to by the Parties if KEN
successfully raises $1,000,000 or more within 120 days of the signing of this
letter.)
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<CAPTION>
Now After KEN After $1,000,000
<S> <C> <C>
RS 48.25% 43.98% 33.09%
MS 48.25% 14.64% 11.01%
SS 3.50% 3.20% 2.40%
KEN 0% 36.18% 40.50%
Moradi 0% 2.00% 3.00%
New Investors 0% 10.00%
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100.00% 100.00% 100.00%
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Subsequent to the $1,000,000 investment, if additional investment is agreed to
by the board, and it occurs, it is agreed that, if dilution is necessary, the
Parties will be diluted on a prorated basis. KEN has the first right to find
additional investors for 120 days. Initial funding in 10 days or less.
4. KEN CFO and its auditors will do the accounting and MS will resign as an
officer and director. RS's signature will be required for all disbursements.
5. MC agrees to allow KEN to license its technology and/or the right of first
refusal, to representatives in South America, subject to the President's
approval of performance standards & royalties.
6. The Board will comprise of RS, a director appointed by RS, and one appointed
by KEN until new investors invest in MC at which time the board may be expanded.
MS, RS, and MC agree not to negotiate independently with KEN's identified new
investors. KEN will not disclose MC information without MC permission.
