THIS DOCUMENT IS A COPY OF THE 8-K FILED ON AUGUST 4, 1997 PURSUANT TO A RULE
201 TEMPORARY HARDSHIP EXEMPTION
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 report) August 4, 1997
ZERON ACQUISITIONS II, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
33-51194-NY 13-3666344
(Commission File Number) (IRS Employer Identification No.)
370 Lexington Avenue, Suite 1808, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 687-4230
_________________________________________________________________
(Former name or former address, if changed since last report)
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ZERON ACQUISITIONS II, INC.
FORM 8 - K
AUGUST 4, 1997
Item 2. Acquisition or Disposition of Assets -
A Special Meeting of the Board of Directors of Zeron Acquisitions
II, Inc. (the "Company") was held on July 1, 1997. The directors discussed
that the Company's initial public offering which raised $625,000 in public
subscriber funds had closed on January 13, 1994, yet the Company had not been
able to locate an acceptable and suitable merger or acquisition candidate.
The directors agreed that it would benefit the shareholders of the Company if
a distribution of $475,750 of the Company's cash were to be made. The Company
could then seek an acquisition candidate without putting as much of the
Company's cash at risk.
The directors further agreed that it would be advantageous to all
other shareholders, if the directors and their transferees who hold 57.4% of
the Company's outstanding common stock waived the right to participate in the
distribution. The directors also agreed that it would be equitable if the
public shareholders and shareholders who hold common shares issued prior to
the Company's initial public offering ("Bridge Shareholders") each received a
per share distribution of approximately 72.5% of the per share purchase price
paid when such shares were issued. This would result in the Bridge
Shareholders receiving less per share than the public shareholders. It was
decided that the Company would distribute an aggregate sum of $475,750 as
aforedescribed, but only if waivers were obtained from all holders of common
stock not issued in connection with the Company's initial public offering,
i.e. the non-public shareholders. Such shareholders would be asked to waive
the right to receive a portion of the $475,750 distribution in direct
proportion to their common shareholdings of the Company.
To date, all waivers have been obtained. Therefore, the public
shareholders will each receive $4.54 per share for a total of $454,000.
$21,750 or $1.16 per share will be distributed to holders of 18,750 common
shares issued prior to the Company's initial public offering. The directors
of the Company and their transferees will not receive any distribution at all
in connection with their shareholdings.
The record date for shareholders entitled to receive the distribution is
July 7, 1997.
The distribution was made on and about August 4, 1997.
<PAGE>
FORM 8 -K
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.
ZERON ACQUISITIONS II, INC.
(Registrant)
Gary Takata
By:________________________________
Gary Takata
President and Director
Dated: August 4, 1997
