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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 17, 1996
MARINEX MULTIMEDIA CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Commission File Number:
33-47921-A
62-1459870
(IRS Employer Identification Number)
C/O PAUL CONDIT
1305 HOBBS HIGHWAY
SEMINOLE, TX 79360
(Address of principal executive offices)
915-758-3643
(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
The Company is a Nevada corporation, formerly known as Hard
Funding, Inc. On February 12, 1996, Hard Funding, Inc. acquired all
of the issued and outstanding shares of Marinex Multimedia Corp., a
New York corporation, ("Marinex") is a stock for stock transaction. A
total of 4,000,000
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shares of the authorized but unissued common stock of the Company was
issued to the existing common stockholders of Marinex, thereby
effectively making Marinex a wholly owned subsidiary of the Company.
To avoid confusion in the marketplace, Hard Funding then changed its
name to Marinex Multimedia Corporation. All business operations and
activities (other than those connected with the securities and
corporate laws) are conducted through the New York subsidiary. Thus,
the public company remains a holding company without business
operations whose sole asset is its ownership of the operating New
York subsidiary. For clarity, the public holding company will be
referred to as Marinex Nevada and the operating multimedia subsidiary
will be referred to as Marinex New York.
Subsequently, the Company issued additional shares pursuant to
exemptions from registration and a total of approximately 7,900,000
shares were issued and outstanding as of September 17, 1996. On that
date, the Company also acquired all of the issued and outstanding
stock of Texas Equipment Co., Inc., ("Texas Equipment") a retailer of
farm equipment products with its main offices in Seminole, Texas, by
issuing 16,850,000 shares of its authorized but unissued stock to the
shareholders of Texas Equipment. As a result, the shareholders of
Texas Equipment own and control 67.4% of the stock of the Company.
Texas Equipment management has provided unaudited December 31,
1995 figures as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Assets $8,518,611
Stockholder's Equity $3,008,311
Revenues $25,015,591
Net Income $600,000.
</TABLE>
In the event that the audited figures (including adjustments
required by Regulation S-X for financial statement presentation) for
any of the four 1995 columns fall 10% or more below the represented
figures, then the Texas Equipment shareholders agree to return shares
on a pro rata basis to the Marinex treasury. There will be no
shortfall, however, if the downward adjustment is matched by an
upward adjustment greater than 10% in either the net income or
stockholder's equity columns.
At closing, all existing current liabilities of Marinex Nevada
were paid off and approximately $100,000 was paid to existing
noteholders, leaving cash assets of approximately $1,850,000. The net
cash on the date of closing was
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divided equally between the New York multimedia subsidiary, Marinex
Multimedia and Texas Equipment for working capital purposes.
As a result of the acquisition, the existing officers of the
Company, Mr. Jonathan Braun and Mr. Charles Platkin, resigned from
their capacities although they will continue to operated the
multimedia subsidiary. New officers were appointed as follows:
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<CAPTION>
<S> <C> <C>
Paul J. Condit Chief Executive Officer,
President
John T. Condit Secretary/Treasurer.
</TABLE>
In addition, Mr. Platkin resigned from the Board of Directors
of the Company and Mr. Paul Condit and Mr. John Condit were elected.
The daily operations will be carried out by each subsidiary.
The multimedia business will be carried out by the Company's wholly
owned subsidiary, Marinex Multimedia Corporation, a New York
corporation ("Marinex - New York".) Marinex -New York will be
governed by a three member Board of Directors which shall include
initially Mr. Charles S. Platkin, Mr. Jonathan Braun and Mr. Paul
Condit. The Employment Agreements with Mr. Braun and Mr. Platkin with
the public company were canceled although each shall continue in
their respective capacities as officers of Marinex - New York subject
to new Employment Agreements with that entity.
The multimedia subsidiary also granted a stock option to
Jonathan Braun under the terms of which Mr. Braun may acquire up to
25% of the issued and outstanding stock of the subsidiary and an
identical stock option to Charles S. Platkin upon the happening of
certain specified events. The option may be exercised, in the sole
discretion of the Option holder, upon the happening of one or more of
the following corporate events:
(a) Bona Fide offer to purchase the interest of Agent; or
the interest of the parent Company; or any other shareholder; or any
sale of an interest in excess of 10% in Marinex New York;
(b) Bankruptcy, insolvency, receivership, dissolution or
liquidation of Texas Equipment or any other action under which Texas
Equipment seeks legal or equitable relief from its creditors;
(c) Reorganization, recombination, declaration of a stock
dividend of Marinex -New York stock by Marinex - Nevada;
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(e) Merger under which more control of Marinex - Nevada is
changed or acquisition under which shares totaling more than 25% of
the outstanding stock of Marinex - Nevada is issued;
(f) Any event which requires approval of 2/3 or more of the
shareholders of the Company or which constitutes a fundamental change
under Nevada corporate law, as amended;
(g) Public offering of shares totaling 10% or more of
Marinex - New York, including securities which convert into shares
such as warrants, options, convertible debentures or debt instruments
and other convertible securities.
(h) Upon dilution of the holdings of the present Marinex -
Nevada shareholders (as of the day before the Closing Date) by more
than 20% during the first two years following the Closing Date (or a
series of actions which, when combined, cause such dilution) which,
unless the issuances were issued at no more than a 50% discount from
the average bid price for the thirty day period prior to the
issuance;
(i) or any other similar event or occurrence that
fundamentally alters the nature of the relationship between Braun
and/or Platkin and the Company.
Upon exercise of the Option to acquire 25% of the issued and
outstanding common voting stock of the subsidiary, the Company shall
permit Messrs. Braun and Platkin to vote all of the shares of the
Company, in equal amounts, for 15 years (or the longest period
allowed by law), renewable in ten year increments (or the longest
period allowed by law).
Texas Equipment will be governed by its existing officers and
directors. Its Board of Directors shall remain Mr. Paul Condit, Mr.
John Condit, Mr. Paul Condit, II and Mr. Jeffery Condit. Mr. Paul
Condit will continue as President and Chief Executive Officer and
will manage the daily affairs of the public company and the farm
equipment subsidiary.
The Company also agrees to maintain the existing employee
stock option plan including the Company's obligation to register the
shares and to provide for shares to fund the plan, up to 475,000
shares initially. The employee stock option plan is dedicated to
existing Marinex employees, agents, consultants, actors and
shareholders and includes an option price of $4.00 per share.
Messrs. Braun and Platkin presently own approximately
1,082,000 shares each. The Company at its expense will register all
of the presently held shares of Braun and Platkin, and the shares to
be issued to Barkley (including shares underlying options) on or
before February 12, 1997. If the shares are not
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registered pursuant to an effective registration statement by
February 12, 1997, then the Company has agreed to buy back 57,000 of
the shares held by Mr. Braun and 57,000 of the shares held by Mr.
Platkin on February 13, 1997. The price per share will be the greater
of (a) $2.00 or (b) 50% of the lowest average published bid price for
the 10 business days preceding the buy back. If the shares are not
registered thereafter, a buy back of an equal amount at the same
pricing formula will occur on the first business day of each quarter
thereafter until
(a) all of the remaining shares are registered by an
effective registration statement and freely tradable (except as to
restrictions on affiliates); or
(b) The restrictive legend on the shares have been removed
and the shares are eligible to be freely traded by Rule 144 or
similar exemption from the registration requirements; or
(c) all shares have been purchased.
An option for 250,000 common voting shares has been issued to
the Company's counsel, Charles Barkley, Attorney at Law, or his
designees, in consideration of attorneys fees and related fees in
connection with his assistance in the acquisition.
Item 2. Acquisition or Disposition of Assets.
A. Not applicable, but see item 1 and item 5.
Item 3. Bankruptcy or Receivership. Not applicable.
Item 4. Changes in Registrant's Certifying Accountant. None. Texas
Equipment is presently utilizing the services of Killman, Murrell &
Company, of Odessa, Texas. Management has not yet determined whether
this firm will service auditor for the Company. There have been no
disputes between management and the auditors.
Item 5. Other Events.
On September 17, 1996, the Company issued a press release
setting forth the signing of an Acquisition Agreement under the terms
of which the Company acquired Texas Equipment Co., Inc.
As a result of the transaction, the Company intends to change
its name to "Texas Equipment Corporation". The symbol is presently
"MRNX" but the
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Company intends to apply for listing on NASDAQ at the
soonest possible time and expects to change the symbol.
Texas Equipment Co., Inc. ("Texas Equipment"), a Texas
corporation, is a retailer of John Deere and farm equipment products
with its headquarters on a 13.94 acres tract in Seminole, Texas.
Organized in 1987, Texas Equipment has smaller facilities in Pecos
and Plains, Texas. Management believes that certain smaller
facilities may be acquired in the future as the capital cost of
maintaining a fully outfitted inventory line becomes financially
prohibitive.
Paul Condit, 63, is President, Chief Executive Officer and a
director. He has a B. S. degree from Oklahoma State University and
has been in the farm equipment business for 23 years. Mr. Condit
owned and operated a predecessor company and has managed Texas
Equipment since its inception in 1987.
John Condit, 32, serves as Vice President of Texas Equipment
and will service as Secretary of the Company. He obtained a BBA
degree from Texas Tech University in 1986. For the past five years,
he has been President of Domicile Property Management, Inc., a real
estate acquisition and management firm, in San Antonio, Texas.
Management believes that the next five years will present an
unprecedented opportunity for growth and expansion in the farm
equipment industry. Satellite technology is quickly arriving which
will permit "precision farming" by downloading data into onboard
computers. In a September 22, 1996 article in the Charlotte Observer,
it was reported that the technology has been found to increase
yields, as the needs can be matched every few feet. The amount of
pesticide usage was reduced by as much as 40% as problems can be
quickly identified and addressed on a micro level and fertilizers,
water, seeding and scheduling can be handled by such data
transmissions.
Management believes that these trends will have two effects in
the near future: a need for retooling among many farmers and a higher
capital requirement for maintenance of a full service dealership.
Other opportunities exist in the resale of trade in and lease
expiration equipment. Recent newspaper articles have indicated that
up to 80% of the farm equipment in this province are inoperable and
unrepairable.
A shift has already begun from field crops to more vegetables,
cash crops, and specialty items. "Niche" growing produces better cash
flow, but also requires more money and specialized tractors. For
example, peanuts acreage has increased from 35,000 to 75,000 acres in
West Texas in the first year of a seven year federal farm plan.
Cotton prices are expected to pick up and corn yield should increase
because it can be consumed by humans and cattle.
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Marinex went public in February, 1996, by becoming acquired by
Hard Funding, Inc. Hard Funding, in turn, was a blind pool company
whose sole business was to go public and then search for mergers and
acquisitions. Marinex has been engaged in the business of creation of
digital content, including a CD-ROM-only magazine entitled "Trouble
& Attitude"; a site on the world wide web known generally as "The Biz
Entertainment CyberNetwork" (http://www/bizmag.com); and a site on
the world wide web known generally as "The East Village"
(http://www/eastvillage.com). The web site properties can also be
accessed through Time-Warner's Pathfinder site.
Item 6. Resignations of Registrant's Directors. As a result of the
consummation of the transaction, the shareholders of Texas Equipment
Co., Inc. became the majority shareholders of the Company. The
officers of the Company resigned from their respective positions and
appointed the existing officers and directors of Texas Equipment to
replace them. The outgoing directors appointed to the Board of
Directors Mr. Paul Condit and Mr. John Condit. Mr. Jonathan Braun
remains as a director.
Item 7. Financial Statements and Exhibits.
A. Financial Statements of Business Acquired. It is
impracticable to provide all of the required financial statements for
the business acquired at the time this report on Form 8-K is filed
since all of the required financial statements are not yet available.
The Company intends to file required financial statements within the
time allowed by Instruction 7 to this Form 8-K.
B. Proforma Financial Information. It is impracticable to
provide the require proforma financial information relative to the
business to be acquired at the time this report on Form 8-K is filed
as all of the required financial statements are not yet available.
The Company intends to file required financial statements within the
time allowed by Instruction 7 to this Form 8-K.
C. Exhibits.
1. Press Release issued by the Company on September
17, 1996.
Item 8. Change in Fiscal Year. Not Applicable.
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.
MARINEX MULTIMEDIA CORPORATION
By: /s/ Paul Condit
------------------
Paul Condit
President
Date: September 24, 1996
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[MARINEX CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
Contact: Katherine Keating
Marinex Multimedia Corporation
212-334-6700
LOW-TECH/HIGH-TECH MERGER:
MARINEX MULTIMEDIA CORPORATION ACQUIRES
TEXAS EQUIPMENT COMPANY
New York, NY, September 17, 1996 . . . Marinex Multimedia Corporation
(NASDAQ BB: MRNX), a Nevada corporation, announced today that it has acquired
Texas Equipment Co., Inc., a regional West Texas retailer of farm equipment
with headquarters in Seminole, Texas. Marinex Multimedia Corporation is best
known for its New York subsidiary Marinex Multimedia Corporation, a
leading-edge developer of award-winning digital content for the Internet and
CD-ROM.
"We think this is a unique opportunity for all of our shareholders. A
solid, well-established low-tech company with great growth potential is an
excellent anchor for a pioneering, high-tech, Internet-based content provider,"
said Marinex President Charles Stuart Fistkin. "Farm equipment companies are
leading the boom in agri-business-related stocks just as Internet-related
companies have led the boom in high-tech stocks."
According to its financial statements, Texas Equipment has assets in
excess of $8,500,000 and Stockholder's Equity in excess of $3,000,000, with
annual revenues in excess of $25,000,000. Management expects continued growth
for 1996.
Under the terms of the merger, Marinex issued 16,850,000 shares in
exchange for all issued and outstanding shares of Texas Equipment Co., Inc.,
bringing the total issued shares of Marinex Multimedia Corporation to 25
million.
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"The timing is excellent," said Texas Equipment President Paul Condir.
"We anticipate a period of unprecedented opportunity for growth and expansion
in the entire farm equipment industry."
Marinex Multimedia Corporation (Nevada) is now a holding company
comprised of two subsidiaries: Marinex Multimedia Corporation (New York) and
Texas Equipment Co. Inc. Marinex Multimedia Corporation (New York) became a
noteworthy player on the new media landscape with its ground-breaking Internet
entertainment property "The East Village CyberSoup" (www.eastvillage.com).
Marinex also produces the award-winning on-line entertainment magazine "The
Biz: The Entertainment CyberNetwork" (www.bizmag.com) and "Trouble & Attitude,"
a magazine published exclusively on CD-ROM.
Forward looking statements in this release are made pursuant to "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward looking statements involve risks and
uncertainties, including, without limitation, continued acceptance of the
Company's products, intellectual property rights, new products and
technological changes, dependence upon third party suppliers and other risks
detailed from time to time in the Company's periodic reports filed with the
Securities & Exchange Commission.
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