<PAGE>
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
Date of report (Date of earliest event reported) May 8, 1997
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Pioneer Commercial Funding Corp.
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(Exact Name of Registrant as Specified in Charter)
New York 0-24940 13-376343
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(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
6660 Reseda Blvd., Reseda, CA 91335
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 776-0590
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
At a special meeting of shareholders of the Registrant held on May
8, 1997, the shareholders approved an amendment to the Registrant's Certificate
of Incorporation (the "Amendment") increasing the authorized capital stock of
the Registrant from 5,000,000 shares of common stock, par value $.01 per share
("Common Stock"), to 20,000,000 shares of Common Stock.
Upon the filing of the Amendment with the New York Secretary of State,
$1.8 million principal amount of the Registrant's convertible notes (the
"Notes") will automatically be converted into 1,800,000 shares of Common Stock.
Reference is made to the Registrant's Report on Form 8-K filed with
the Securities and Exchange Commission on March 5, 1997, a copy of which is
filed as exhibit 99.1 to this current report, for additional information
relating to the issuance of the Notes and the Amendment.
ITEM 7. EXHIBITS
Exhibit 99.1 The Registrant's Report on Form 8-K previously filed with the
Securities and Exchange Commission on March 5, 1997.
SIGNATURES
Pursuant to the requirement 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.
PIONEER COMMERCIAL FUNDING CORP.
Date: May 8, 1997 By: /s/ M. Albert Nissim
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M. Albert Nissim
President
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EXHIBIT 99.1
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
Date of report (Date of earliest event reported) February 28, 1997
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Pioneer Commercial Funding Corp.
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(Exact Name of Registrant as Specified in Charter)
New York 0-24940 13-3763437
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6660 Reseda Blvd., Reseda, CA 91335
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (818) 776-0590
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Change in Control of Registrant
A change in control of the Registrant has occurred as a result of the
completion of a private placement of securities by the Registrant on February
28, 1997 (the "Private Placement"), as more particularly described below:
1. Leedan International Holdings B.V. ("Leedan"), an affiliate of an
existing shareholder of the Registrant, acquired control of the
Registrant.
2. For consideration of $2,500,000 paid by Leedan, of which $2,300,000
were personal funds of Leedan and $200,000 constituted a loan, for a
term of 6 months, bearing an annual interest equal to the Libor, which
was made to Leedan by Leedan Businesses Enterprise Ltd., an indirect
parent company of Leedan, Leedan acquired the securities of the
Registrant as described below.
3. As a result of its acquisition of securities of the Registrant, Leedan
directly, and indirectly, through its affiliate, owns 1,551,136 shares
of the Registrant's common stock, par value $.01 per share ("Common
Stock"), out of 3,642,272 shares of Common Stock that are currently
issued and outstanding. The Common Stock is the only class of voting
stock of the Registrant.
4. Pursuant to the Private Placement, the Registrant sold to eight
investors, including Leedan, 2,200,000 unregistered and restricted
shares of Common Stock for a purchase price of $1.00 per share and
$1,800,000 principal amount of convertible notes (the "Notes"). Leedan
acquired 1,375,000 shares of Common Stock and $1,125,000 principal
amount of Notes. The Notes shall be automatically converted into
shares of Common Stock upon the filing of an amendment to the
Registrant's certificate of incorporation, which will increase the
authorized stock of the Registrant to a number sufficient to permit
full conversion of the Notes at a conversion rate of one share of
common stock for each $1.00 principal amount of Notes.
5. Based on the conversion rate of $1.00 principal amount of Notes into
one share of Common Stock, Leedan beneficially owns, directly and
indirectly, 49% of the outstanding voting securities of the
Registrant.
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6. Prior to the Private Placement, the major shareholder of the
Registrant was Ms. Tamar Lieber, who owned 22.7% of the shares of
Common Stock that were outstanding at such time.
Item 7. Exhibits
Exhibit 99.1 Press Release of the Registrant, dated February 28, 1997
Exhibit 99.2 Subscription Agreement between the Registrant and Leedan
Exhibit 99.3 Convertible Promissory Note, dated February 27, 1997
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.
PIONEER COMMERCIAL FUNDING CORP.
By: /s/M. Albert Nissim
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M. Albert Nissim
President
Date: March 4, 1997
