SEAIR GROUP INC
8-K, 2000-10-13
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                       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): September 28, 2000


                GOURMET GROUP, INC. (FORMERLY SEAIR GROUP, INC.)

             (Exact Name of Registrant as Specified in its Charter)



         NEVADA                     33-55254-10                  87-0438825
         ------                     -----------                  ----------
         State of                   Commission                   IRS Employer
         Incorporation              File Number                  I.D. Number



                       1 CHISHOLM TRAIL, BUDA, TEXAS 78610
                     Address of principal executive offices


                  Registrant's telephone number: (512) 295-4600


                                SEAIR GROUP, INC.
            6831 EDGEWATER COMMERCE, PARKWAY #1110, ORLANDO, FL 32810
           ----------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

          On September 28, 2000, Morgan Kent Group, Inc., a Delaware corporation
("Morgan Kent"),  acquired control of Gourmet Group, Inc. (formerly Seair Group,
Inc.)  (the  "Company")  by  becoming  the  holder  of  67.8%  of the  Company's
outstanding capital stock. In addition, the Board of Directors and Management of
the Company completely changed as of such date, except that Steven Kerr, who had
been serving as the Company's sole director, remained on the Company's new Board
of Directors after such date. See Item 2, below, for further information.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

          On September 28, 2000, the Company  entered into an Agreement and Plan
of Share  Exchange  (the  "Agreement")  with Our Food  Products  Group,  Inc., a
privately-held  Texas corporation ("Our Food"), and all of the shareholders (the
"Our Food Shareholders") of Our Food (seven shareholders in all),  including Our
Food's majority shareholder, Morgan Kent. Pursuant to the Agreement, the Company
acquired 7,984,194 shares of Our Food Class B Common Stock, which constitute all
of the  outstanding  capital stock of Our Food, in exchange for issuing pro rata
to the Our Food  Shareholders  a total of  25,089,723  restricted  shares of the
Company's common stock, $.001 par value ("Common Stock") (the "Share Exchange").
Our Food  manufactures  and distributes  specialty food products under the trade
name, "Jardine Foods".

          Immediately  prior to the Share  Exchange,  the  Company  accrued  the
obligation  to issue  100,000  shares of Common  Stock to an  advisory  firm for
services  relating to the  introduction  of the  parties to the Share  Exchange.
Prior to the Share  Exchange,  the Company had outstanding  2,887,747  shares of
Common Stock (inclusive of such 100,000 shares) and, immediately after the Share
Exchange,


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<PAGE>


the Company had outstanding  27,977,470  shares of Common Stock,  18,960,425 (or
67.8%) of which were held by Morgan Kent.  Also,  in  connection  with the Share
Exchange, the Company's Board of Directors adopted an incentive plan and granted
options to purchase an aggregate of 3,239,952 shares of Common Stock at exercise
prices ranging from $.00318 to $.23885 per share to replace fully-vested options
which  had been  outstanding  under Our  Food's  incentive  plan but which  were
canceled in connection with the Share Exchange.

          In connection with the Share  Exchange,  the Company also restated its
Articles  of  Incorporation  (i) to change its name from Seair  Group,  Inc.  to
Gourmet  Group,  Inc.,  (ii)  to  increase  its  authorized  Common  Stock  from
25,000,000 shares of Common Stock to 50,000,000  shares,  and (iii) to elect not
to be governed by Nevada Revised Statutes Sections 78.378 to 78.3793, inclusive,
relating  to the  acquisition  of a  controlling  interest  and  Nevada  Revised
Statutes  Sections 78.411 to 78.444,  inclusive,  relating to combinations  with
interested stockholders.  The Company also changed its trading symbol on the OTC
Bulletin  Board to "GOUG" to reflect its name  change.  As a result of the Share
Exchange,  the Company acquired  7,984,194 shares of Class B Common Stock of Our
Food, and Our Food became a wholly-owned  subsidiary of the Company.  Before and
after the Share Exchange,  KBK Financial,  Inc.  ("KBK"),  a lender to Our Food,
held  warrants  to  purchase  177,778  shares of Our Food Class B Common  Stock,
subject to  adjustment,  at the exercise price of $.01 per share and warrants to
purchase  277,778  shares  of Our  Food  Class B  Preferred  Stock,  subject  to
adjustment,  at the same exercise price per share.  Such Class B Preferred Stock
is convertible on a one-for-one basis, subject to adjustment, into shares of Our
Food  Class B Common  Stock.  In order to  obtain  KBK's  consent  to the  Share
Exchange,  the Company pledged to KBK all of the outstanding


                                       3

<PAGE>


shares of Our Food Class B Common Stock to secure Our Food's  obligations to KBK
which, as of the date of the Share Exchange,  consisted of $1,750,000  principal
amount due on May 15, 2003 and interest thereon due monthly at the rate of 13.5%
per annum.

          In connection  with the Share  Exchange,  Steven Kerr,  previously the
Company's sole director and executive officer, resigned from his positions as an
officer of the Company and appointed the following  individuals  to serve on the
Company's  Board  of  Directors  (the  "Board")  with  him:   Fredrick  Schulman
(Chairman),  H. John Trube, Julie Tedesco, Jeffrey K. Moore, Daniel Matheson and
Steven  Weismann.  The new Board then  appointed the  following  officers of the
Company:  Fredrick  Schulman - President and Chief  Executive  Officer;  H. John
Trube - Executive Vice  President,  Secretary and Chief Operating  Officer;  and
Kimberly  Eckert - Vice  President and Chief  Financial  Officer.  Each of these
officers  also  serves  as an  officer  (with the same  title) of Our Food.  The
following officers and/or directors of the Company also serve Morgan Kent in the
respective  capacities  set forth below:  Mr.  Schulman - member of the Board of
Directors and President;  Mr. Trube - member of the Board of Directors;  and Mr.
J. Moore - Chairman of the Board.  Mr.  Matheson,  Ms. Tedesco and Lois Shapiro,
who is  married  to Mr.  Schulman,  were  among  the Our Food  Shareholders  who
received  shares  of Common  Stock in the  Share  Exchange.  Mr.  Schulman,  Ms.
Tedesco,  Mr. Trube,  Mr. J. Moore, Ms. Eckert and Mr. Matheson were among those
Our Food option  holders  whose  options were  replaced with options to purchase
shares of the Company's Common Stock.

          Simultaneously  with the  Share  Exchange,  Our Food  entered  into an
amendment   ("Amendment")  to  the  Credit  and  Security   Agreement   ("Credit
Agreement")  which it had  entered  into as of May 31,  2000  with  Wells  Fargo
Business Credit, Inc. ("Wells Fargo"). The


                                      4

<PAGE>


Credit  Agreement  provides for up to a $2,000,000  revolving line of credit,  a
$110,000  equipment  loan and a $1,223,000  real estate term loan secured by Our
Food's real property in Buda, Texas. In addition,  the Company became a party to
the  Amendment  and  the  Credit  Agreement  and  guaranteed  all of Our  Food's
obligations to Wells Fargo. In connection with the Credit Agreement, Morgan Kent
had entered into a Keep Well Agreement with Our Food and Wells Fargo pursuant to
which Morgan Kent was required to make payments to Our Food (by  purchasing  the
common stock or  subordinated  notes of Our Food) equal to amount of monthly net
loss incurred by Our Food. The Keep Well Agreement  requires such payments to be
made monthly until Our Food has achieved six  consecutive  months of net income.
In connection  with the  Amendment,  the Keep Well Agreement was amended so that
future  payments by the Company to Our Food under the Keep Well Agreement  would
be deemed to satisfy Morgan Kent's obligations under the Keep Well Agreement.

          The Company has been considering the acquisitions of certain entities,
including entities in which one or more of the Our Food Shareholders and members
of the Board have an interest.  The completion of such acquisitions would depend
upon market  conditions,  the  availability of financing,  the completion of due
diligence and negotiations and other factors.  Such acquisitions could result in
the Company's issuance of additional shares of Common Stock, including to one or
more of the Our Food Shareholders and members of the Board.

          Immediately following the Share Exchange: Morgan Kent owned 18,960,425
shares of Common Stock (67.8% of the  outstanding);  Mr.  Matheson  beneficially
owned  an  aggregate   of  2,380,386   shares  of  Common  Stock  (8.5%  of  the
outstanding),  consisting  of  2,356,818  shares of Common  Stock and options to
purchase 23,568 shares of Common Stock,


                                       5

<PAGE>

exercisable  immediately at the price of $.00318 per share and expiring December
1, 2002;  Mr.  Schulman and his wife,  Lois  Shapiro,  each  beneficially  owned
4,083,697  shares of Common  Stock  (13.7% of the  outstanding),  consisting  of
2,199,697  shares of Common  Stock owned by Ms.  Shapiro and options held by Mr.
Schulman to purchase 1,884,000 shares of Common Stock,  exercisable  immediately
at the price of $.15924 per share and expiring on December 27, 2003.  Except for
Mr. Schulman and Ms. Shapiro with respect to one another's  shares,  each of the
Our Food Shareholders  disclaimed  beneficial  ownership of the shares of Common
Stock  acquired by the other parties.  All shares and options  discussed in this
paragraph were acquired in connection with the Share Exchange.

          Through  their  ownership  of Morgan  Kent  preferred  stock,  Messrs.
Jeffrey K. Moore and Matthew R. Moore (the "Moore  Brothers"),  voting together,
have the power to elect a majority of the board members of Morgan Kent.  Each of
the Moore Brothers disclaims  beneficial  ownership of the other's shares of the
Morgan Kent preferred stock.  There can be no assurance that a change of control
of the Company will not occur as a result of (i) sales of Morgan Kent  preferred
stock owned by the Moore Brothers to achieve liquidity, or for any other reason,
or (ii)  sales of the  Company's  Common  Stock  by  Morgan  Kent to fund  other
business activities or investments or for any other reason.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

          (a) On October  12,  2000,  the  Company  selected  the firm of Arthur
Andersen LLP ("Arthur Andersen") as the Company's  independent  auditor. On such
date,  the Company  also  dismissed  the firm of Meeks,  Dorman & Company,  P.A.
("Meeks") which had been serving as the Company's  independent  auditor.  Arthur
Andersen has been serving as the auditor for Our


                                       6

<PAGE>


Food.  The Company's  change of its  independent  auditor is a reflection of the
fact that, as a result of the Share  Exchange,  the  operations of Our Food have
become the primary business of the Company.

          (b) No report  issued by Meeks on the Company's  financial  statements
for  either  of the past two  fiscal  years  contained  an  adverse  opinion  or
disclaimer  of opinion,  or was qualified or modified as to  uncertainty,  audit
scope or accounting principals,  except that the report issued by Meeks covering
the Company's  financial  statements for the fiscal year ended December 31, 1999
was  qualified  with  respect to the  Company's  ability to  continue as a going
concern. During the two most recent fiscal years of the Company, the Company had
no disagreements  (within the meaning of Instruction 4 of Item 304 of Regulation
S-K)  with  Meeks  as to any  matter  of  accounting  principles  or  practices,
financial  statement  disclosure,  or auditing scope or procedure and there have
been no reportable events (as defined in Item 304 of Regulation S-K) during such
periods.

          (c) During the two most recent fiscal years  through the present,  the
Company has not consulted  with Arthur  Andersen  regarding the  application  of
accounting  principles to a specified transaction or regarding the type of audit
opinion  that  might  be  rendered  on the  Company's  financial  statements  or
regarding  any matter that was the subject of a  "disagreement"  or  "reportable
event" (each as used in the preceding paragraph).

          (d) A  letter  of  Meeks  addressed  to the  Securities  and  Exchange
Commission  is included as Exhibit 16 to this Form 8-K.  Such letter states that
such firm agrees with the statements  made by the Company in this Item 4 as they
refer to such firm.


                                       7
<PAGE>

          (e) The change of auditors  was  approved by the Board of Directors of
the Company on October 12, 2000.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (a) and (b) To be  filed  by  amendment.  The  Company  deems it to be
impracticable to file with this Current Report the financial statements relating
to the  business  acquired by the  Company  and the related pro forma  financial
information.  The Company expects to file the required financial information not
later than the 75th day following September 28, 2000 (December 12, 2000).

          (c) Exhibits

          The Company  hereby agrees to provide to the  Commission  upon request
any omitted schedules or exhibits to the documents listed on this Item 7.

       EXHIBIT NOS.

          3.1       Restated Articles of Incorporation of Gourmet Group, Inc.

          10.1      Agreement and Plan of Share Exchange,  dated as of September
                    28, 2000,  among  Gourmet  Group,  Inc.,  Our Food  Products
                    Group, Inc. and the shareholders of Our Food Products Group,
                    Inc.  (incorporated  by  reference  to  Exhibit  10.1 to the
                    Schedule  13D filed by Morgan  Kent  Group et al. on October
                    10, 2000 relating to Gourmet Group common stock).

          10.2      Gourmet Group, Inc. 2000 Incentive Plan.

          10.3      Credit  and  Security  Agreement  by and  between  Our  Food
                    Products Group, Inc. and Wells Fargo Business Credit,  Inc.,
                    dated as of May 31, 2000.

          10.4      Amendment,  dated September 28, 2000, to Credit and Security
                    Agreement, with Gourmet Group, Inc. as an additional party.

          10.5      Deed of Trust,  Security Agreement and Financing  Agreement,
                    dated as of May 31, 2000,  given by Our Food Products Group,
                    Inc. unto a trustee for Wells Fargo Business Credit, Inc.

          10.6      Guaranty,  dated as of September  28, 2000,  made by Gourmet
                    Group, Inc. for Wells Fargo Business Credit, Inc.



                                       8
<PAGE>


         10.7      Keep Well  Agreement,  dated as of May 31,  2000,  among Our
                   Food Products Group, Inc., Morgan Kent Group, Inc. and Wells
                   Fargo Business Credit, Inc.

         10.8      Amendment to Keep Well Agreement,  dated as of September 28,
                   2000.

         10.9      Pledge Agreement,  dated September 28, 2000, between Gourmet
                   Group, Inc. and KBK Financial, Inc.

         16        Letter of Meeks,  Dorman & Company,  P.A. to the  Securities
                   and Exchange Commission pursuant to the requirements of Item
                   304(a)(3) of Regulation S-K.

ITEM 8.   CHANGE IN FISCAL YEAR

          The Company  intends to change its fiscal year end from  December 31st
to June 30th to  conform to the fiscal  year end of Our Food (the  acquiror  for
accounting purposes in the Share Exchange).


                                       9
<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1934,  the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  October 12, 2000


                                        GOURMET GROUP, INC.


                                        By:/s/ Frederick Schulman
                                           -------------------------------------
                                           Fredrick Schulman,
                                           President and Chief Executive Officer


                                       10
<PAGE>


                               GOURMET GROUP, INC.

                            LIST OF EXHIBITS ATTACHED

                                   TO FORM 8-K

                                October 12, 2000

       EXHIBIT NOS.

          3.1       Restated Articles of Incorporation of Gourmet Group, Inc.

          10.2      Gourmet Group, Inc. 2000 Incentive Plan.

          10.3      Credit  and  Security  Agreement  by and  between  Our  Food
                    Products Group, Inc. and Wells Fargo Business Credit,  Inc.,
                    dated as of May 31, 2000.

          10.4      Amendment,  dated September 28, 2000, to Credit and Security
                    Agreement, with Gourmet Group, Inc. as an additional party.

          10.5      Deed of Trust,  Security Agreement and Financing  Agreement,
                    dated as of May 31, 2000,  given by Our Food Products Group,
                    Inc. unto a trustee for Wells Fargo Business Credit, Inc.

          10.6      Guaranty,  dated as of September  28, 2000,  made by Gourmet
                    Group, Inc. for Wells Fargo Business Credit, Inc.

          10.7      Keep Well  Agreement,  dated as of May 31,  2000,  among Our
                    Food Products Group, Inc., Morgan Kent Group, Inc. and Wells
                    Fargo Business Credit, Inc.

          10.8      Amendment to Keep Well Agreement,  dated as of September 28,
                    2000.

          10.9      Pledge Agreement,  dated September 28, 2000, between Gourmet
                    Group, Inc. and KBK Financial, Inc.

          16        Letter of Meeks,  Dorman & Company,  P.A. to the  Securities
                    and Exchange Commission pursuant to the requirements of Item
                    304(a)(3) of Regulation S-K.




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