<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 10, 1996
Dawcin International Corp.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New York 0-18270 11-2857523
- -------- ------- ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
100 Garden City Plaza, Garden City, New York 11530
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (516) 739-8800
Command Credit Corporation
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last report)
<PAGE>
ITEM 1. Changes in Control of Registrant.
(a) (i) The Registrant and First Equities Corp., ("First Equities")
have agreed to the distribution of shares of common stock of First Equities
owned by the Registrant to the Registrant's shareholders on a pro-rata basis as
of December 10, 1996, (a spin-off). First Equities is a Delaware corporation
whose shareholder's acquired control of the Registrant in October, 1996. In
addition, the Registrant will return to First Equities the one share of
preferred stock of First Equities owned by the Registrant. In conjunction with
the distribution of the shares of common stock of First Equities owned by the
Registrant, Mr. Edward Capuano, the Registrant's former President will return
the 7,520,991 shares of the Registrant's common stock owned by him. In effect,
the distribution of the First Equities shares to the Registrant's shareholders
will give control of the Registrant back to the Registrant.
(ii) The number of First shares to be distributed to the
Registrant's shareholders is approximately 8,488,030. This amount represents the
total number of shares First Equities paid at the time it was acquired by the
Registrant. No cash consideration was exchanged in connection with the
transaction, and no loans or pledges were obtained for the purpose of acquiring
control.
(iii) On December 10, 1996, the Registrant and First Equities
executed and delivered an Agreement (the "Agreement") pursuant to which the
Registrant and First Equities agreed to the spin-off of First Equities. The
spin-off resulted in the distribution to the Registrant's shareholders, on a pro
rata basis, 8,488,030 shares of First Equities common stock. In addition, the
Registrant will return to First Equities the one share of preferred stock of
First Equities owned by the Registrant. In conjunction with the distribution of
the shares of common stock of First Equities owned by the Registrant, Mr. Edward
Capuano, the Registrants former President will return the 7,520,991 shares of
the Registrant's common stock owned by him.
(iv) The percentage of securities of the Registrant now
beneficially owned directly or indirectly by First Equities shareholders is
approximately thirty-five percent (35%).
(b) The Registrant, by way of corporate resolutions, has instituted
changes to its officers and directors. In this regard, the Registrant's Board of
Directors has accepted the resignation of Mr. Edward Capuano as President, Chief
Operating Officer and a member of the Board of Directors of the Registrant.
Furthermore, the Registrant's Board of Directors has approved the appointment of
Mr. William G. Lucas as President of the Registrant. Mr. Lucas retains his
position as Chairman and Chief Executive Officer of the Registrant.
<PAGE>
ITEM 2. Acquisition or Disposition of Assets.
(a) (i) On December 10, 1996, the Registrant and First Equities
executed and delivered an Agreement (the "Agreement") pursuant to which the
Registrant and First Equities agreed to the spin-off of First Equities. The
spin-off resulted in the distribution, to the Registrant's shareholders, on a
pro rata basis, 8,488,030 shares of First Equities' common stock. In addition,
the Registrant will return to First Equities the one share of preferred stock of
First Equities owned by the Registrant. In conjunction with the distribution of
the shares of common stock of First Equities owned by the Registrant, Mr. Edward
Capuano, the Registrants former President will return the 7,520,991 shares of
the Registrant's common stock owned by him.
(b) The assets disposed of by the Registrant were ninety seven percent
(97%) of the issued and outstanding common stock of First Equities. The business
of First Equities is mortgage banking.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) The Registrant is a "small business issuer," as defined under Rule
12b-2 of the Exchange Act. Accordingly, the Registrant is incorporating by
reference to its Annual Report on Form 10-KSB for the year ending June 30, 1996
the following information required by Item 310(a) of Regulation S-B in lieu of
the financial information required by Item 7 (a) of this Form:
(i) Audited balance sheet of the Registrant for the year ended June 30,
1996, and;
(ii) Audited statements of income, cash flows and changes in
stockholders' equity for the years ended June 30, 1996 and 1995.
(b) Pro forma financial information.
Attached hereto, are Pro-forma Financial Statements of the Registrant
after the spin-off, for the period ended June 30, 1996. While these statements
appear to be the same as the Registrant's Form 10-KSB at June 30, 1996, there is
a change in the number of shares outstanding as a result of the spin-off.
(c) Exhibits.
Index of Exhibits:
(2) Agreement between Registrant and First Equities Corp. dated
December 10, 1996.
(23) Consent of Independent Auditors.
(27) Financial Data Schedule.
<PAGE>
ITEM 7: Financial Statements
PRO-FORMA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ASSETS
June 30
1996
----------
Current Assets:
Cash and Cash Equivalents $ 45,295
Accounts Receivable, net 248,465
Note Receivable 2,485,000
Prepaid Expenses 9,913
Interest Receivable 600,000
----------
Total Current Assets 3,388,673
----------
Fixed Assets:
Equipment 729,117
Furniture & Fixtures 166,400
Leasehold Improvements 225,003
----------
1,120,520
Less: Accumulated Depreciation
and Amortization 743,723
----------
Total Net Fixed Assets 376,797
----------
Other Assets:
Marketable Equity Securities 14,500
Organization Expenses 677
Computer Software 119,992
Goodwill 75,967
Security Deposits 38,701
----------
Total Other Assets 249,837
----------
Total Assets $4,015,307
==========
<PAGE>
PRO-FORMA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
LIABILITIES & SHAREHOLDERS' EQUITY
June 30
1996
------------
Current Liabilities:
Accounts Payable & Accrued Expenses $ 784,517
Leases Payable 20,141
Payroll Taxes Payable 239,462
Notes Payable 203,065
Salaries Payable 158,944
Loans Payable 484,622
------------
Total Current Liabilities 1,890,751
------------
Long Term Liabilities:
Leases Payable 31,868
Notes Payable 911,259
------------
Total Long Term Liabilities 943,127
------------
Total Liabilities 2,833,878
------------
Shareholders' Equity:
Common Stock - Authorized 150 Mill. Shares,
$.0001 Par Value,1,356,578 Issued and
1,351,220 Outstanding at 6/96 136
Paid-In-Capital in Excess of Par Value 43,932,195
Paid-In-Capital from Treasury Stock 946,434
Paid-In-Capital from Warrants Exercised 902,389
Translation Adjustment 5,528
Retained (Deficit) (43,575,706)
------------
Total Shareholders' Equity 2,210,976
Less: Treasury Shares at Cost (1,029,547)
------------
Net Shareholders' Equity 1,181,429
------------
Total Liabilities and Shareholders' Equity $ 4,015,307
============
<PAGE>
PRO-FORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30TH
1996
------------
Revenues:
Operating Revenue $ 821,073
Interest Income 604,360
------------
Total Revenue $ 1,425,433
------------
Operating Expenses:
Selling and Administrative Expenses (Schedule I) 3,752,641
Cost of Shares for Services Rendered (Schedule II) 12,089,321
Loss on Investment 1,910,304
Bad Debt Expense 792,713
Taxes 192,521
------------
Total Operating Expenses $ 18,737,500
------------
Net Profit(Loss) from Operations (17,312,067)
------------
Non-Operating & Non-Recurring:
Gain (Loss) on Sale of Marketable Equity Securities (43,355)
------------
Total Non-Operating & Non-Recurring (43,355)
------------
Net Profit(Loss) ($17,355,422)
============
Net Profit(Loss) per Outstanding
Common Share ($ 1.97)
============
<PAGE>
PRO-FORMA
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED JUNE 30TH
1996
----------
Cash Flow from Operations:
Net Income(Loss) ($17,355,422)
Adjustments to Reconcile Net Loss
to Net Cash Provided by Operations
Depreciation & Amortization (219,063)
(Gain)/Loss on Sale of Marketable Equity Securities 43,355
Foreign Currency Translation Adjustment (14,032)
(Increase) Decrease in:
Notes Receivable (2,125,000)
Prepaid Expenses 9,395
Interest Receivable (479,100)
Accounts Receivable 36,649
Organization Expenses 29,848
Security Deposits (4,460)
Computer Software (72,580)
Increase (Decrease) in:
Accounts Payable (544,902)
Leases Payable (54,863)
Taxes Payable (253,598)
Notes Payable 443,250
Salaries Payable 76,027
Loans Payable 312,996
------------
Net Cash (Used)Provided by Operations (20,171,500)
------------
Cash Flow from Financing Activities:
------------
Proceeds from Issuance of Common Stock 17,386,941
Purchase of Treasury Stock (409,847)
------------
Net Cash Flow from Financing Activities 16,977,094
------------
Cash Flow from Investing Activities:
------------
Capital Expenditures Paid in Cash 216,445
Bank/Data Center Acquisition 260,993
Goodwill 2,323,881
Proceeds from Sale of Marketable Equity Securities 224,784
Purchase of Marketable Equity Securities (14,500)
------------
Net Cash (Used) by Investing Activities 3,011,603
------------
Net Increase in Cash and Cash Equivalents (182,803)
Cash and Cash Equivalents Beginning of Period 228,098
------------
Cash and Cash Equivalents End of Period $ 45,295
============
<PAGE>
(c) Exhibits.
Index of Exhibits:
(2) Agreement between Registrant and First Equities Corp. dated
December 10, 1996.
(23) Consent of Independent Auditors.
(27) Financial Data Schedule.
<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.
Dawcin International Corp.
Date: March 14, 1997 By: /s/ William G. Lucas
-----------------------
William G. Lucas
Chairman
<PAGE>
EXHIBIT 2
AGREEMENT
<PAGE>
Agreement made this 10th day of December, 1996, by and among Dawcin
International Corp. ("Dawcin"), First Equities Corp. ("First"), The Skulsky
Trust ("Trust"), Edward Capuano ("Ed"), and Mel Levine ("Mel").
WHEREAS, the parties have had various transactions and disputes, and
WHEREAS, the parties desire to amicably resolve their disputes,
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, it is agreed as follows:
1. Dawcin hereby represents and warrants that it has 10,467,745 shares of
common stock outstanding as of today. Simultaneously with the execution hereof,
Dawcin shall execute the Board of Directors minutes authorizing, among other
things, the distribution of the shares of common stock of First owned by Dawcin
to Dawcin's shareholders as of December 10, 1996, and authorizing the return of
the one share of preferred stock of First it owns of First. Immediately
subsequent to the execution of this Agreement, Dawcin shall make the pro rata
distribution of the First stock as set forth in the Board of Directors minutes,
a copy of which is annexed hereto.
2. Subsequent to the distribution of the shares of common stock of First
owned by Dawcin, Ed shall return the 7,520,991 shares of common stock of Dawcin
owned by him. It is expressly agreed that Ed is entitled to receive his pro rata
share of the First shares distributed by Dawcin. Ed shall resign as officer and
director of Dawcin simultaneously with the execution hereof. Ed represents that
the 7,520,991 shares are all of the shares of Dawcin owned by him.
3. It is expressly agreed that the Trust hereby exercises the warrant it
owns of Dawcin, and thereby purchases the 529,505 shares of common stock of
Dawcin pursuant to that warrant, making the total number of shares of Dawcin
owned by the Trust 708,500. Subsequent to the distribution of the shares of
common stock of First owned by Dawcin, the Trust shall return the 708,500 shares
of common stock of Dawcin owned by it. It is expressly agreed that the Trust is
entitled to receive its pro rata share of the First shares distributed by
Dawcin.
4. Simultaneously with the execution hereof, Dawcin shall return the one
share of preferred stock of First owned by it of First. Dawcin shall deliver the
share certificate endorsed in blank to First. Dawcin hereby relinquishes any
claim to the preferred stock of First.
5. Mel hereby waives any distribution of First shares from Dawcin, even
though he presently is the record owner of 300,000 shares of common stock of
Dawcin.
REPRESENTATIONS OF FIRST
6. First is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and is in good standing as a
foreign corporation in each other jurisdiction where the properties owned,
leased or operated or the business conducted by it requires such qualification.
<PAGE>
7. First has full authority to execute and to perform this Agreement in
accordance with its terms; the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby does not and will not
result in a breach, violation or default or give rise to an event which, with
the giving of notice or after the passage of time, or both, would result in a
breach, violation or default of any of the terms or provisions of First's
Articles of Incorporation, By-Laws or of any indenture, agreement, judgment,
decree or other instrument or restriction to which First is a party or by which
First or the Shares may be bound or affected; the execution and delivery of this
Agreement has been duly authorized by all requisite corporate action on the part
of First and, no further authorization or approval, whether of the stockholders
or directors of First or governmental bodies or otherwise, will be necessary in
order to enable First to enter into and perform the same; and this Agreement
constitutes a valid and binding obligation enforceable against First in
accordance with its terms.
8. First is not in violation of any material laws, governmental orders,
rules or regulations to which First or any of its properties are subject.
9. There has been no broker or finder involved in any manner in the
negotiations leading up to the execution of this Agreement or the consummation
of any transactions contemplated hereby and First agrees to indemnify Dawcin
against and hold Dawcin harmless from any claim made by any party for a broker's
or finder's fee or other similar payment based upon any agreements, arrangements
or under standing made by First.
10. No representation or warranty contained in this Agreement or any
attachment, statement, schedule, exhibit, certificate or instrument furnished or
to be furnished to Dawcin by First pursuant hereto, or in connection with the
transactions contemplated hereby, contains any untrue statement of a material
fact, or omits to state any material fact necessary to make the statements
contained herein or therein not misleading.
REPRESENTATIONS OF DAWCIN
11. Dawcin is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York and is in good standing as a
foreign corporation in each other jurisdiction where the properties owned,
leased or operated or the business conducted by it requires such qualification.
12. Dawcin has full authority to execute and to perform this Agreement in
accordance with its terms; the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby does not and will not
result in a breach, violation or default or give rise to an event which, with
the giving of notice or after the passage of time, or both, would result in a
breach, violation or default of any of the terms or provisions of Dawcin's
Certificate of Incorporation, By-Laws or of any indenture, agreement, judgment,
decree or other instrument or restriction to which Dawcin is a party or by which
Dawcin may be bound or affected; the execution and delivery of this Agreement
has been duly authorized by all requisite corporate action on the part of Dawcin
and, no further authorization or approval, whether of the stockholders or
directors of Dawcin or governmental bodies or otherwise, will be necessary in
order to enable Dawcin to enter into and perform the same; and this Agreement
constitutes a valid and binding obligation enforceable against Dawcin in
accordance with its terms.
13. Dawcin is not in violation of any material laws, governmental orders,
rules or regulations to which Dawcin or any of its properties are subject.
2
<PAGE>
14. There has been no broker or finder involved in any manner in the
negotiations leading up to the execution of this Agreement or the consummation
of any transactions contemplated hereby and Dawcin agrees to indemnify First
against and hold First harmless from any claim made by any party for a broker's
or finder's fee or other similar payment based upon any agreements, arrangements
or under standing made by Dawcin.
MISCELLANEOUS
15. Each of the parties hereto agrees that, at any time after the execution
of this Agreement upon the reasonable request of the other, it will do, execute,
acknowledge and deliver, or will cause to be done, executed, acknowledged and
delivered, all such further amendments to this Agreement, acknowl edgments,
deeds, assignments, transfers, conveyances, instruments, consents and assurances
as may reasonably be required to effect the transactions contemplated herein.
16. The representations and warranties set forth herein shall survive for a
period of two years following the date hereof.
17. All notices, requests, demands and other communications hereunder shall
be in writing and shall be delivered personally, sent by telex or facsimile
transmission or sent by certified, registered or express mail, postage prepaid.
Any such notice shall be deemed given when so delivered personally or when sent
by facsimile transmission or, if mailed by certified or registered mail, five
(5) days after the date of deposit in the United States mail, postage prepaid,
if addressed:
(a) in the case of Dawcin to:
Dawcin International Corp.
100 Garden City Plaza
Garden City, New York 11530
Attn: William G. Lucas, Chairman
(b) in the case of First, Ed and Trust to:
First Equities Corp.
520 Broad Hollow Road
Melville, New York 11747
Attn: Edward Capuano, President
or to such other address or to such other person as any party shall have
last designated by written notice given as herein provided.
18. This Agreement contains the entire agreement between the parties hereto
and there are no agreements, warranties or representations with respect to the
subject matter hereof which are not set forth herein. All prior negotiations,
agreements and understandings are superseded hereby. This Agreement may not be
modified or amended except by an instrument in writing duly signed by or on
behalf of the parties hereto.
3
<PAGE>
19. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within the State.
20. This Agreement shall be binding upon the parties and inure to the
benefit of the successors and assigns of the respective parties hereto;
provided, however, that this Agreement and all rights hereunder may not be
assigned by any party except with the prior written consent of the other.
21. This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
22. The paragraph headings in this Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.
23. Notwithstanding anything else in this Agreement to the contrary, the
parties hereto shall each be responsible for the payment of (and shall indemnify
and hold the other party or parties hereto harmless against) any and all of its
own expenses, including without limitation the fees and expenses of counsel,
accountants and other advisers, arising out of or relating directly or
indirectly to the transactions contem plated by this Agreement, whether or not
such transactions are consummated in whole or in part.
24. The waiver of one breach or default hereunder shall not constitute the
waiver of any other or subsequent breach or default.
25. This Agreement shall not constitute either party the legal
representative or agent of the other, nor shall either party have the right or
authority to assume, create, or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the other
party.
26. In the event that any dispute arises from the terms and/or conditions
of this Agreement, then same shall, upon written demand of any party hereto, be
submitted to and determined by arbitration before the American Arbitration
Association, in GARDEN CITY, NEW YORK, by one (1) arbitrator, in accordance with
the rules of the Association then in effect. Any award or decision rendered
shall be made by means of a written opinion explaining the arbitrator's reasons
for the award or decision, and the award or decision shall be final and binding
upon the parties hereto, and may be confirmed and enforced in any court having
jurisdiction. The arbitrators may not amend or vary any provision of this
Agreement.
27. In the event Mel shall not execute this Agreement, it shall still be
binding upon all of the other parties hereto.
28. Simultaneously with the execution hereof, the parties shall execute
releases in the form annexed hereto.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
the day and date first above written.
DAWCIN INTERNATIONAL CORP.
By:/s/ William G. Lucas
------------------------
FIRST EQUITIES CORP.
By:/s/Edward R. Capuano
------------------------
THE SKULSKY TRUST
By:/s/ Jeffrey Skulsky
------------------------
/s/ Edward R. Capuano
---------------------------
EDWARD R. CAPUANO
/s/ Mel Levine
---------------------------
MEL LEVINE
5
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITOR
<PAGE>
GULIAN & COMPANY
Certified Public Accountants
62 West 47th Street
Suite 912
New York, New York 10036
(212) 730-5798
March 10, 1997
The Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Consent of Certified Public Accountant
We have issued our reports dated September 25, 1996, relating to the
consolidated statements of financial position of Command Credit Corporation and
subsidiaries, currently known as Dawcin International Corp. pursuant to a name
change on October 16, 1996, at June 30, 1996 and 1995 and the related statements
of operations, changes in shareholders' equity, cash flows and supporting
schedules for the years ended June 30, 1996 and 1995. We consent to their use in
the Company's Form 8-K.
/s/ Gulian & Company
- --------------------
Gulian & Company
New York, New York
March 10, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 45,295
<SECURITIES> 0
<RECEIVABLES> 3,333,465
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,388,673
<PP&E> 1,120,520
<DEPRECIATION> 743,723
<TOTAL-ASSETS> 4,015,307
<CURRENT-LIABILITIES> 1,890,751
<BONDS> 0
0
0
<COMMON> 136
<OTHER-SE> 2,210,840
<TOTAL-LIABILITY-AND-EQUITY> 4,015,307
<SALES> 0
<TOTAL-REVENUES> 1,425,433
<CGS> 0
<TOTAL-COSTS> 3,752,641
<OTHER-EXPENSES> 14,984,859
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (17,312,067)
<DISCONTINUED> 0
<EXTRAORDINARY> (43,355)
<CHANGES> 0
<NET-INCOME> (17,355,422)
<EPS-PRIMARY> (1.97)
<EPS-DILUTED> (1.97)
</TABLE>
