U.S. 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: October 30, 1997
ZABA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation)
000-21099 84-112830
(Commission File No.) (IRS Employer
Identification No.)
2963 Glen Drive
Suite 308
Coquitlam, British Columbia, Canada V3B 2P7
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (604) 607-8827
HA SPINNAKER, INC.
(Former Name of Registrant)
Page One of Six Pages
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Item 2. Acquisition and Disposition of Assets.
As previously reported, on or about August 19, 1997 the
Registrant did file a Form 8-K with the Commission, advising of the
effectiveness of a Plan of Merger by and between the Registrant and
Zaba International Holdings USA, Inc. ("Zaba"). Thereafter, on or
about August 26, 1997, the Registrant filed another Form 8-K
advising that the aforesaid transaction had not closed because
former management has discovered a material inaccuracy in the
representations and warranties made by Zaba and included in the
applicable Agreement. Effective October 29, 1997, the Company and
Zaba did execute an Amendment to the Agreement, the Agreement was
ratified, subject however to a right of rescission granted to
former management, to be exercised if, and only if, Zaba failed to
close a material acquisition on or before December 31, 1997. A
copy of the relevant Amendment to the Agreement is included
herewith as an exhibit and the contents thereof are hereby
incorporated by reference as if set forth.
It is therefor the position of management of the Registrant
that the relevant Agreement is effective as of October 29, 1997.
Item 7(a) and 7(b). Financial Statements and Pro Forma Financial
Statements
The Registrant hereby undertakes to file an amendment to this
Form 8-K within sixty (60) days from the date of this filing, to
include the audited financial statements for the fiscal years ended
March 31, 1997 and 1996 and unaudited financial statements for the
six (6) month periods ended September 30, 1997 and 1996.
Item 7(c). Exhibits.
Number Exhibit
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2.1 Amendment to the Agreement and Plan of Merger
between the Company and Zaba International
Holdings USA, Inc.
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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.
ZABA INTERNATIONAL, INC.
By:/s/ Robert Zaba
Robert Zaba, President
Dated: October 30, 1997.
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ZABA INTERNATIONAL, INC.
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EXHIBIT 2.1
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AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER
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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO THAT CERTAIN AGREEMENT AND PLAN OF MERGER,
made and entered into the 4th day of August 1997 (the "Agreement"),
by and between HA SPINNAKER, INC., a Colorado corporation with its
principal place of business located at 5650 Greenwood Plaza Blvd.,
Suite 216, Englewood, Colorado 80111 ("Spinnaker") and Zaba
International Holdings USA, Inc., a Nevada corporation with its
principal place of business located at 2963 Glen Drive, Suite 308,
Coquitlam, British Columbia, Canada V3B 2P7 ("Zaba"). The
effective date of this Amendment (the "Amendment") shall be October
29, 1997.
Premises
A. The Agreement provides for the reorganization of Zaba
with and into Spinnaker and in connection therewith, the conversion
of the outstanding common stock of Zaba into shares of common
voting stock of Spinnaker, all for the purpose of effecting a tax-
free reorganization pursuant to sections 354 and 368(a) of the
Internal Revenue Code of 1986, as amended.
B. Subsequent to the Closing Date of the Agreement (as the
same is defined in the Agreement), management of Spinnaker
determined that Zaba was not the owner of certain assets which
management of Zaba had previously believed that Zaba owned. As a
result, Spinnaker provided notice of its intent to terminate the
Agreement pursuant to Section 3.5 thereof within the time
parameters established in the Agreement.
C. As of the date of this Amendment, Zaba has provided to
Spinnaker documentation evidencing that Zaba is party to that
certain contract wherein Zaba has the right to acquire three (3)
separate companies (the "Sweeprite Agreements"), which are
scheduled to close on or before December 31, 1997.
D. The parties hereto, by execution hereof, now desire to
amend the contents of the Agreement consistent with the terms and
conditions contained hereinbelow.
NOW, THEREFORE, on the stated premises and for and in
consideration of the mutual covenants and agreements hereinafter
set forth and the mutual benefits to the parties to be derived
herefrom, it is hereby agreed as follows:
1. Section 3.8 is hereby added to the Agreement, as follows:
"Section 3.8. Right of Rescission. Included in the Zaba
Schedules applicable hereto is an agreement and exhibits thereto,
providing that Zaba has the right to acquire Sweeprite Mfg., Inc.,
Patchrite, Inc. and Rite Way Mfg. Co. Ltd. (hereinafter jointly
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referred to as the "Sweeprite Companies"). The relevant terms
provide for Zaba to tender payment of an aggregate of $3,000,000
(Canadian) to the sellers, on or before December 31, 1997. In the
event Zaba fails to close the proposed Sweeprite Companies
transaction on or before the aforesaid date (or any extension
granted to Zaba by the sellers, with the consent of Spinnaker),
prior management of Spinnaker may, in its sole discretion, provide
notice to Zaba that the Agreement is rescinded and of no further
force and effect. If such rescission does occur, new management of
Spinnaker shall immediately upon receipt of such notice, appoint
the old management of Spinnaker back to their original positions
with the Company and simultaneous therewith, tender their
respective resignations of their current positions with Spinnaker
assumed in accordance with Section 3.7 hereinabove. Further, in
the event of such rescission, any and all consideration tendered by
Zaba or its principals to Spinnaker or its shareholders shall be
deemed forfeited and shall constitute liquidated damages to
Spinnaker and its shareholders arising from such default."
2. Section 3.9 is hereby added to the Agreement, as follows:
"Section 3.9. Effective Date. The Effective Date of this
Agreement shall be October 29, 1997."
The balance of the Agreement shall remain as stated.
IN WITNESS WHEREOF, the corporate parties hereto have caused
this Agreement to be executed by their respective officers,
hereunto duly authorized, and entered into as of the date first
above written.
HA SPINNAKER, INC.
By: /s/ Gregory W. Scufca
Gregory W. Scufca, President
ZABA INTERNATIONAL HOLDINGS USA, INC.
By: /s/ Robert Zaba
Robert Zaba, President
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