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 (Date of earliest event reported): July 1, 1999
LAIDLAW GLOBAL CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 33-37203-D 84-1148210
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification Number)
100 Park Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code, (212) 376-8800
FI-TEK V, INC.
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On July 1, 1999, Laidlaw Global Corporation formerly known as Fi-Tek V,
Inc. (the "Registrant") acquired substantially all of the issued and outstanding
shares of common stock of Westminster Securities Corporation ("Westminster")
pursuant to a Plan and Agreement of Reorganization among Laidlaw Holdings, Inc.
("Holdings"), Fi-Tek V, Inc. ("Fi-Tek"), Westminster and the principal
shareholders of such companies, dated May 27, 1999 (the "Agreement"). The
transaction between the Registrant and the shareholders of Westminster was
approved by the New York Stock Exchange (the "NYSE"). The closing with
Westminster follows the June 8, 1999 acquisition by the Registrant of more than
99% of the issued and outstanding shares of common stock of Holdings also
pursuant to the Agreement (the "Holdings Acquisition"). Immediately prior to the
Holdings Acquisition, the Registrant caused a 1-for-32.4778 reverse split of its
common stock (the "Reverse Stock Split") and thereby reduced its issued and
outstanding shares of common stock to 1,000,000 shares. Simultaneous with the
Holdings Acquisition, the Registrant changed its name from Fi-Tek V, Inc. to
Laidlaw Global Corporation. A detailed description of the Holdings Acquisition
can be found on Form 8-K filed by the Registrant on June 23, 1999 (the "June 23
Form 8-K").
Pursuant to the Agreement, the Registrant acquired more than 99% of the
issued and outstanding common stock of Westminster for 3,000,000 shares of
common stock of the Registrant. Additionally, the Registrant assumed the
obligations of options granted to certain employees of Westminster and therefore
granted options to purchase 60,000 shares of its common stock at a price per
share of $1.25. As a condition of closing, Westminster agreed to have capital,
as defined under Rule 15c3-1 of the Securities Exchange Act of 1934, of at least
$600,000 at closing. Such capital was provided in the form of subordinated loans
advanced by three shareholders of Westminster who retained nominal shareholdings
in Westminster for purposes of making such loans in compliance with applicable
Securities and Exchange Commission and NYSE rules. Westminster is a registered
Broker-Dealer of securities based in New York, which is a member firm of the
NYSE and SIPC. It also specializes in private and public structured finance of
U.S. based growth companies.
<PAGE>
Item 5. Other Events
1. The Registrant granted to holders of 12% Senior Secured Euro-Notes of
Holdings (the "Euro-Notes") the right to exchange the Euro-Notes and Warrants
issued with the Euro-Notes (the "Warrants") for shares of common stock of the
Registrant at the rate of $2.05 per share for each Euro-Note exchanged, and the
right to obtain common stock of the Registrant upon exercise of the Warrants
issued with the Euro-Notes upon the same terms and conditions of such Warrants.
Additionally, the Registrant assumed the obligations of Holdings with respect to
the conversion rights of holders of 8% Convertible Subordinated Notes of
Holdings (the "Convertible Notes"). As a result, holders of the Convertible
Notes could convert such notes into common stock of the Registrant at the rate
of $2.05 per share, upon the same terms and conditions of conversion privileges
set forth in the Convertible Notes. To date, holders of Convertible Notes
aggregating $6,752,987 in principal amount have converted their notes into
3,294,140 shares of common stock of the Registrant.
2. Pursuant to the Agreement, the former principal shareholders of the
Registrant became subject to agreements restricting the resale of a portion of
their shares as set forth in the Agreement. A detailed description of these
restrictions can be found on the June 23 Form 8-K. Under the "Excess Shares"
Lock-Up, it was the intention of the transactions contemplated in the Agreement
that shareholders holding shares of the Registrant prior to closing would own 5%
of the fully diluted outstanding common stock of the Registrant immediately
following the closing, including stock reserved for future issuance. After
giving effect to the Reverse Stock Split, all shareholders of the Registrant,
prior to any closings under the Agreement, would own an aggregate of 1,000,000
shares of the Registrant. However, the Agreement anticipated that most of the
shares reserved for future issuance (upon issuance of shares of Registrant to
shareholders of Westminster, conversion of indebtedness and exercise of warrants
and options) would not be issued at the closing. Therefore, holders of the
common stock of the Registrant who owned at least 15,395 shares, calculated
after the Reverse Stock Split (the "Former Principal Shareholders"), who
exceeded their respective portion of 5% of outstanding common stock of the
Registrant after closing, agreed that their "excess" shares could not be sold
for a period expiring on October 31, 2000, without the consent of Holdings. As
additional shares which were not issued at closing become issued through
issuance of shares to Westminster shareholders, post-closing tender of
additional Holdings shares, conversion of indebtedness, or exercise of options
or warrants into common stock of the Registrant, thereby increasing the total
outstanding shares of the Registrant, the shares of the Former Principal
Shareholders will be proportionately released from lock-up so that each such
shareholder will have his proportion of 5% of the total outstanding shares of
the Registrant's common stock freed from this lock-up provision. A total of
eight persons were subject to this lockup and initially, an aggregate of 318,469
shares were restricted from resale subject to this lock-up.
<PAGE>
As of July 14, 1999, the Registrant issued 6,309,320 shares of its common
stock after the closing with the shareholders of Holdings, which automatically
released 86% of the shares subject to the "Excess Shares" Lock-Up. The
Registrant issued such shares of its common stock in the following transactions:
1. On July 1, 1999, the Registrant issued 3,000,000 shares of common
stock of the Registrant to three shareholders of Westminster as a
condition of closing with Westminster, in exchange for substantially
all of the Westminster stock;
2. On July 12, 1999, the Registrant issued 3,294,140 shares of common
stock of the Registrant to 49 holders of Holdings 8% Convertible
Subordinated Notes upon conversion of such notes;
3. On July 12, 1999, the Registrant caused 15,180 shares of common stock
of the Registrant to be issued to a shareholder of Holdings and option
holders of Holdings who exercised their options.
<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.
LAIDLAW GLOBAL CORPORATION
July 14, 1999 By: /s/ Larry D. Horner
-------------------------
Larry D. Horner,
Chief Executive Officer
