U.S. 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): June 4, 1999
Fi-Tek V, Inc.
(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)
300 High Street, Denver, Colorado 80220
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code, (303) 394-1187
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Item 5. Other Events
On May 27, 1999, Fi-Tek V, Inc., a Delaware corporation ("Fi-Tek") entered
into a Plan and Agreement of Reorganization (the "Agreement") with Laidlaw
Holdings, Inc., a Delaware corporation ("Laidlaw") and Westminster Securities
Corporation, a New York corporation ("Westminster"). The transactions
contemplated by the Agreement are intended to be a reorganization of the
corporate parties under either or both of Sections 351 and 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended. It is anticipated that the closing of
the transactions contemplated in the Agreement will occur on or about June 7,
1999, although there can be no assurance thereof.
Upon the closing of the transactions contemplated in the Agreement, holders
of at least 95% of the issued and outstanding common and preferred stock of
Laidlaw will exchange their stock of Laidlaw for common stock of Fi-Tek. The
shareholders of Westminster will exchange all of the outstanding shares of
common stock of Westminster for shares of common stock of Fi-Tek. Upon closing
of the transactions contemplated in the Agreement, the shareholders of Laidlaw
and the shareholders of Westminster will acquire such number of shares which,
after issuance, and reserves for issuance upon exercise of options, conversion
of convertible notes and other possible conversions will constitute
approximately 95% of the fully-diluted outstanding common stock of Fi-Tek
immediately following the closing.
Prior to closing of the transactions described above, Fi-Tek will cause a
reverse split of its common stock so that prior to issuance of shares of common
stock to the shareholders of Laidlaw and Westminster, there will be a
1-for-32.4778 reverse stock split with respect to all of the Fi-Tek common stock
issued and outstanding. As a result of the reverse stock split, there will be
1,000,000 shares of Fi-Tek common stock outstanding immediately prior to
closing. The number of shares which will be issued or reserved for issuance to
Laidlaw shareholders, option holders and note holders and shareholders of
Westminster will be approximately 19,000,000. 3,000,000 shares will be issued to
the shareholders of Westminster. The completion of the closing with the
shareholders of Westminster is subject to approval of the transactions
contemplated by the Agreement by the New York Stock Exchange (the "NYSE"), which
approval is anticipated.
Effective as of the closing of the Agreement, Fi-Tek will change its name
to Laidlaw Global Corporation and the trading symbol for its common stock will
change (it is anticipated that such symbol will be LAIG). The current Board of
Directors of Laidlaw will become the Board of Directors of Laidlaw Global
Corporation.
In a related transaction, Pacific USA Holdings, Inc., the principal
shareholder of Laidlaw, has agreed to exchange all of the issued and outstanding
common stock of Laidlaw Pacific (Asia) Ltd. ("Laidlaw Pacific") for 1,300,000
shares of Laidlaw. Laidlaw Pacific is a securities-related business focusing on
investment banking and asset management and is a member of the Hong Kong Stock
and Futures Exchange ("HKSFE"). The completion of the acquisition of Laidlaw
Pacific is subject to the approval of the HKSFE, which approval is anticipated.
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After completion of the transactions contemplated by the Agreement, which
is anticipated, but for which there can be no assurance, Fi-Tek will be renamed
Laidlaw Global Corporation. It will own over 95% of Laidlaw, which, in turn,
will own 100% of Laidlaw Global Securities, Inc., the New York based
broker-dealer, 100% of Laidlaw Pacific Asia Ltd., the Hong Kong based
securities, investment banking and asset management company, 81% of Howe &
Rusling, Inc., the asset management company based in Rochester, New York, 100%
of Westminster, the New York based broker-dealer which is a member firm of the
NYSE, and 63% of Global Electronic Exchange, Inc. a development stage company
that intends to engage in Internet-related financial activities.
It is anticipated that the closing of the transactions contemplated by the
closing of the Agreement may take place in stages since approval of the NYSE for
the acquisition by Fi-Tek of all of the shares of Westminster and approval of
the HKSFE for the acquisition by Laidlaw of all the shares of Laidlaw Pacific
may not occur prior to the time that the parties will be ready to close the
other transactions hereunder.
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.
FI-TEK V, INC.
June 4, 1999 By: /s/ Frank L. Kramer
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President
