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: January 14, 1998
ZABA INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
COLORADO
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(State or other jurisdiction of incorporation)
000-21099 84-112830
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(Commission File No.) (IRS Employer
Identification No.)
2963 Glen Drive
Suite 308
Coquitlam, British Columbia, Canada V3B 2P7
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (604) 607-8827
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Page One of Six Pages
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Item 2. Acquisition and Disposition of Assets.
The Company holds an option to purchase all of the issued and
outstanding securities of three (3) Canadian companies, including
Sweeprite Mfg. Inc. ("Sweeprite"), Rite Way Mfg. Co. Ltd. ("Rite
Way") and Patchrite Inc. ("Patchrite"), all Saskatchewan
corporations. These companies are engaged in the businesses of
manufacturing, distribution and marketing of tillage and seeding
agricultural equipment (Rite Way), street sweepers (Sweeprite) and
asphalt surface pothole patchers (Patchrite) (hereinafter jointly
referred to as the "Sweeprite Companies"). The option was due to
expire on December 31, 1997. However, the parties to the option
have agreed to extend the term of such option until January 31,
1998.
Item 7(c). Exhibits.
Number Exhibit
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2.2 Letter Agreement Amending the Option Agreement
between the Company and the Sweeprite
Companies.
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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
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Robert Zaba, President
Dated: January 14, 1998
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ZABA INTERNATIONAL, INC.
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EXHIBIT 2.1
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AMENDMENT NO. 1 TO OPTION AGREEMENT
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Miami, Florida 33131
Telephone 596-2400
Select Capital Advisors, Inc. Facsimile 596-2420
An International Financial Services Holding Company
December 22, 1997
Mr. Dave Rambaran
Zaba International, Inc.
VIA: FACSIMILE
TEL NO: (604)944 9829
Dear Dave:
Pursuant to our conversation of Friday of last week, please let this
letter stand as an overall summary of the status of the closing of
the Zaba International purchase.
We are suggesting that the parties agree to the following
amendments to their overall purchase agreement:
1. The closing be extended to no later than January 31, 1998
with a projected closing date of January 15, 1998.
2. The purchaser will be granted one additional extension of
thirty days if, and only if, the purchaser places $250,000 in
escrow as a forfeitable deposit. This deposit shall be in place
no later than January 31, 1998.
3. The funding at the closing shall be sufficient to repay National
Bank of Canada, its outstanding loan amount, plus pay a
minimum of $1.5 million (CDN) to the seller.
4. The remaining amount of the purchase price (presently
estimated to be between $1 million CDN an $1.5 million
CDN, will be evidenced in a short form promissory note,
which will be secured by 100% of the stock of Zaba. This
short term note will be due on or before 60 days from the date
of closing.
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This revised structure will allow us to complete the closing in a
timely manner, and to assure that the company has enough
working capital to be able to execute its business plan.
If this letter meets with your approval, please indicate in the space
provided below.
Sincerely,
s/Ronald G. Williams
Ronald G. Williams
Chairman of the Board
AGREED AND ACCEPTED to this 22nd day of December, 1997.
ZABA INTERNATIONAL
By: s/Dave Rambaran
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