SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 31, 1997
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(Date of Report) (Date of earliest event reported)
THE ST. LAWRENCE SEAWAY CORPORATION
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(Exact name of registrant as specified in its charter)
INDIANA
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(State or other jurisdiction of incorporation)
0-20409 35-1038443
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(Commission File Number) (I.R.S. Employer Identification No.)
105 Madison Avenue, New York, NY 10016
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(Address of principal executive offices) (Zip Code)
(317) 639-5292
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 19, 1997, the Board of Directors of The St. Lawrence Seaway
Corporation ("St. Lawrence") declared a dividend distribution (the
"Distribution") of 514,191 shares of Common Stock, $.01 par value (the "Shares")
of Paragon Acquisition Company, Inc. ("Paragon"), and 514,191 non-transferable
rights (the "Subscription Rights") to purchase two (2) additional Shares of
Paragon. Paragon is a newly-formed corporation which is seeking to acquire or
merge with an operating business, and thereafter operate as a publicly-traded
company. St. Lawrence purchased the Paragon Shares on March 6, 1997, for $5,141,
or $.01 per Share, and is distributing one Paragon Share and one Subscription
Right for each Share of St. Lawrence Common Stock owned or subject to
exercisable options and warrants as of March 21, 1997 (the "Record Date").
Neither St. Lawrence nor Paragon will receive any cash or other proceeds from
the Distribution, and St. Lawrence stockholders will not make any payment for
the Shares and Subscription Rights. The Distribution to St. Lawrence
stockholders is being made by St. Lawrence for the purpose of providing St.
Lawrence stockholders with an equity interest in Paragon without such
stockholders being required to contribute any cash or other capital in exchange
for such equity interest.
On March 21, 1997, the Securities and Exchange Commission declared
effective a Registration Statement on Form S-1 filed by Paragon, registering the
Distribution of Shares and Subscription Rights to St. Lawrence stockholders. The
cost of organizing Paragon and registering the Distribution have been borne by
the founders of Paragon.
Paragon is an independent publicly-owned corporation. However, because
Paragon does not yet have a specific operating business, the Distribution of the
Shares is being conducted in accordance with Rule 419 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). As a result, the
Shares, Subscription Rights, and any Shares issuable upon exercise of
Subscription Rights, are being held in escrow and are non-transferable by the
holder thereof until after the completion of a business combination with an
operating company. The Subscription Rights will become exercisable at a price to
be determined by Paragon's Board of Directors (not to exceed $2.00 per
Subscription Right) once a business combination is identified and described in a
post-effective amendment to Paragon's Registration Statement. While held in
escrow, the Shares may not be traded or transferred, and the net proceeds from
the exercise of Subscription Rights will remain in escrow subject to release
upon consummation of a business combination. There is no current public trading
market for the Shares and none is expected to develop, if at all, until after
the consummation of a business combination and the release of Shares from
escrow.
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SIGNATURE
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.
The St. Lawrence Seaway Corporation
By: /s/Daniel L. Nir
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Daniel L. Nir, President
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