<PAGE>
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) October 10,1997
DEOTEXIS, INC.
- -----------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 0-23328 13-3666344
- ------------------------------- ------------- ---------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
599 Lexington Avenue, Suite 2300, New York, New York 10022
- -----------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 836-4800
- -----------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Zeron Acquisitions II, Inc.
370 Lexington Avenue, Suite 1808
New York, New York 10017
- -----------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
<PAGE>
ITEM 1 - CHANGES IN CONTROL OF REGISTRANT
(a) On October 10, 1997, the Stock Purchase Agreement
dated September 30, 1997 (the "Stock Purchase Agreement") among
the Registrant, Overton Holdings Limited, a corporation formed
under the laws of the Turks & Caicos Islands, British West Indies
("OHL"), Gary Takata, Shigeru Masuda and Gerold Tebbe, closed.
Pursuant to the terms of the Stock Purchase Agreement, the
Registrant issued 4,183,125 newly-issued and non-registered
shares of Common Stock, $.001 par value (the "New Shares"), to
OHL, in return for a cash payment to Registrant of $4 million
from OHL, and the transfer to Registrant, for nominal
consideration, plus future royalties tied to the revenues
recognized by Registrant from the commercial exploitation
thereof, of certain patents, patent applications and related
intellectual property owned by Gerold Tebbe or entitles owned and
controlled by him. OHL is 100% beneficially owned by Gerold
Tebbe. The New Shares account for 92% of the issued and
outstanding Common Stock of Registrant, and therefore give OHL
control over Registrant. Prior to the closing of the Stock
Purchase Agreement, Gary Takata, then President, Secretary and a
Director of Registrant, and Shigeru Masuda, then Chairman of the
Board of Directors of Registrant, together beneficially owned
55.2% of the Common Stock of Registrant and controlled
Registrant. Upon the closing of the Stock Purchase Agreement and
in accordance with the provisions thereof, Mr. Masuda resigned as
a Director of Registrant, and Mr. Takata resigned his
officerships and directorship with Registrant, and appointed
Gerold Tebbe sole Director. Following the closing, Mr. Tebbe, as
sole Director, appointed himself President, Treasurer and
Secretary of Registrant.
Gerold Tebbe capitalized OHL with approximately $4
million in personal funds, $1.5 million of which is equity, and
$2.5 million of which is a loan by Mr. Tebbe to OHL, payable on
demand.
(b) See the Registrant's Information Statement on
Schedule 14f-1, attached hereto as Exhibit 1, which Schedule was
mailed to each of Registrant's stockholders on September 26,
1997, and which was filed with the SEC on September 30, 1997, for
certain information regarding the terms and provisions of the
Stock Purchase Agreement, information regarding Gerold Tebbe and
OHL, and for additional information regarding OHL's ownership of
Registrant's Common Stock and the future management of
Registrant.
ITEM 5 - OTHER EVENTS
On October 13, 1997, by action by written consent
without a meeting, OHL, as majority stockholder of Registrant,
acted to amend the Registrant's Articles of Incorporation to
change the Registrant's corporate name to "Deotexis, Inc." An
Amendment to the Registrant's Articles of Incorporation was
prepared and filed with the Secretary of State of Nevada on
October 15, 1997. On October 22, 1997, all of the non-consenting
stockholders of Registrant were sent written notification of the
action taken by the majority stockholder to change the
Registrant's name. The notice sent to the stockholders of
Registrant is attached hereto as Exhibit 2.
ITEM 9 - SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
The New Shares sold by Registrant to OHL pursuant to
the Stock Purchase Agreement were not registered under the
Securities Act of 1933, as amended (the "Act"), in reliance upon
the exemption therefrom afforded by Regulation S under the Act.
The New Shares consisted of 4,183,125 shares of the Common Stock,
$.001 par value, of Registrant, and the sale thereof closed on
October 10, 1997. All of the New Shares were purchased by OHL
for $4 million in cash. The transaction was not underwritten,
and therefore no underwriting discounts or commissions were paid.
The New Shares were issued by Registrant without
registration under the Act in reliance on the exemption from
registration afforded by Regulation S under the Act. The
Registrant relied upon an opinion of counsel to Gerold Tebbe and
OHL, as well as representations and warranties
2
<PAGE>
made by Gerold Tebbe and OHL in the Stock Purchase Agreement, to
establish the necessary factual basis to determine that the Regulation S
exemption was available. OHL is a corporation formed under the
laws of the Turks & Caicos Islands, British West Indies. The
certificates representing the New Shares were delivered to OHL
upon the closing of the Stock Purchase Agreement at OHL's offices
in Providenciales, Turks & Caicos, British West Indies. Gerold
Tebbe is a German national residing in Monaco. Further, each of
Gerold Tebbe and OHL represented and warranted to Registrant in
the Stock Purchase Agreement that (a) neither is a "U.S. Person,"
as defined in Rule 902(o) of Regulation S, and (b) that the
purchase of the New Shares by OHL would not take place within the
"United States," as defined in Rule 902(p) of Regulation S.
INFORMATION REGARDING USE OF PROCEEDS
1. The effective date of the Registrant's
registration statement under the Act for which use of proceeds
information is being disclosed was July 14, 1993, and the
Commission file number assigned to the registration statement is
33-51194-NY.
2. The offering commenced July 14, 1993. The
Registrant registered 200,000 shares of Common Stock at an
offering price of $6.25 per share, for an aggregate price to the
public of $1,250,000. On January 13, 1994, the Registrant closed
on the sale of 100,000 shares of Common Stock, yielding gross
proceeds of $625,000.
3. The offering terminated before the sale of the
additional 100,000 shares of Common Stock registered pursuant to
the registration statement. The offering was not underwritten
and no underwriting discounts or commissions were paid in
connection therewith.
4. After deducting the expenses of the offering and
distribution of the stock sold in connection therewith of
$31,461, none of which consisted of underwriting discounts,
commissions or underwriting expenses, or finders' fees, the
Registrant received net proceeds of $593,539. The disposition of
this amount is accounted for as follows:
Consulting Fees (1) $51,875
Rent Expense (2) 51,875
Professional Fees (3) 50,736
---------
$154,484
---------
---------
5. The net proceeds from the offering after deducting
the above expenses, $439,055 ($593,539 - $154,484), plus accrued
interest income of $65,576 and originally contributed capital
prior to the public offering of the Registrant of $31,600, yields
total cash held by Registrant prior to the July 1, 1997
distribution of substantially all of the proceeds of the offering
to certain
-----------------------
(1) The Registrant entered into a Consulting Agreement with
the Zeron Group on January 14, 1994, which required payments of
$15,000 annually. The Consulting Agreement was terminated on
October 10, 1997. Mr. Masuda, former Chairman of the Board of
Registrant, is also Chairman of the Board of the Zeron Group.
(2) The Registrant, up until October 10, 1997, utilized the
offices of its then President, Gary Takata. Pursuant to an oral
agreement between the Registrant and Mr. Takata, the annual rent
charged Registrant was $15,000, commencing January 14, 1994, the
closing date of the Registrant's public offering.
(3) This amount consists primarily of legal fees and expenses
of Registrant, incurred in connection with the public offering
and otherwise.
3
<PAGE>
stockholders of Registrant, and the subsequent closing of the
Stock Purchase Agreement, of $536,231. This amount was distributed
as follows:
Distributions to stockholders who purchased shares
in the public offering of Registrant $454,000
Distributions to stockholders purchasing common stock
of Registrant prior to the Registrant's
public offering 21,750
Legal fees incurred in connection with the
Stock Purchase Agreement 50,000
Miscellaneous expenses associated with the operation of
the Registrant and the closing of the
Stock Purchase Agreement 10,481
---------
Total: $536,231
---------
---------
6. The July 1, 1997 distribution to certain
stockholders effected by Registrant authorized payments, with
respect to their stock ownership, to (1) Louise Jones-Takata,
wife of Gary Takata, former Director, President, Secretary and
Treasurer of the Registrant, and (2) Shigeru Masuda, former
Chairman of the Board of Directors of Registrant, of $1.16 for
each share of the Registrant's Common Stock held by them. Each
of the above individuals, however, waived his or her right to
participate in such distribution, and did not receive any amount
with respect thereto.
4
<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, thereunto duly authorized.
DEOTEXIS, INC.
DATE: October 22, 1997 By: /s/ Gerold Tebbe
------------------------
Gerold Tebbe, President,
Secretary and Treasurer
5
<PAGE>
EXHIBIT INDEX
PAGE
Exhibit 99.1 Information Statement of Zeron 7
Acquisitions II, Inc. on Schedule
14f-1, dated September 26, 1997
Exhibit 99.2 Notice to Stockholders of Registrant 15
dated October 20, 1997
6
<PAGE>
EXHIBIT 99.1
---------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of
the Securities Exchange Act of 1934
and Rule 14f-1 thereunder
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
<PAGE>
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
This Information Statement is being furnished pursuant to Section 14(f)
of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, in
connection with a change in the majority of the members of the Board of
Directors of Zeron Acquisitions II, Inc. (the "Company") which will come
about as a result of the closing (the "Closing") of the Stock Purchase
Agreement (the "Agreement") between, on the one hand, Gerold Tebbe; and
Overton Holdings Limited, a corporation formed under the laws of the Turks
and Caicos Islands, British West Indies ("OHL"); and, on the other hand, Gary
Takata; Shigeru Masuda; and the Company (Mr. Takata and Mr. Masuda shall be
referred to herein as the "Controlling Zeron Stockholders"). The Agreement
provides, among other things, that the entire Board of Directors of the
Company will resign and will be replaced by Gerold Tebbe.
NO ACTION IS REQUIRED BY THE SHAREHOLDERS OF THE COMPANY IN CONNECTION
WITH THE RESIGNATION OF THE CURRENT DIRECTORS AND THE ELECTION OF MR. TEBBE
AS THE SOLE DIRECTOR OF THE BOARD. However, Section 14(f) of the Act requires
the mailing to the Company's shareholders of the information set forth in
this Information Statement at least ten (10) days prior to a change in the
majority of the Directors of the Company. The Company therefore intends for
this Information Statement to serve as notice to its shareholders that the
Company intends to proceed with a Closing of the Agreement after ten days
have elapsed from the time this Information Statement is mailed to its
shareholders and the Company notifies the Securities and Exchange Commission
of the change in control by filing a Current Report on Form 8-K incorporating
this Information Statement.
The Stock Purchase Agreement
On August 1, 1997, a Letter of Intent was entered into, which provides
for OHL to acquire, upon satisfaction of the conditions for Closing,
4,183,125 shares of newly-issued and non-registered Common Stock, $.001 par
value, of the Company in exchange for $4,000,000 cash and the agreement to
sell to the Company by Mr. Tebbe or persons controlled by Mr. Tebbe certain
patents and patent applications for nominal cash consideration and contingent
royalty payments. Mr. Tebbe is the sole beneficial shareholder of OHL.
Unicorn Management Limited is the sole director of OHL, as the director
representative of Mr. Tebbe, and Unicorn Secretaries Limited is the sole
officer of OHL, as the officer representative of Mr. Tebbe.
2
<PAGE>
Pursuant to the Agreement, the Company will accept the resignation of all
of the current members of the Board of Directors, as of Closing, consisting
of Gary Takata and Shigeru Masuda, and the appointment of Gerold Tebbe, to
serve on the Company's Board of Directors. Upon Mr. Tebbe's assumption of
the office, he will be the sole director of the Company.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
General
The outstanding voting securities of the Company as of September 25, 1997
consisted of 278,750 shares of Common Stock. Each share of Common Stock is
entitled to one vote in the election of directors and in all other matters
requiring a shareholder vote.
Security Ownership of Certain Beneficial Owners
The following table sets forth the information as to beneficial ownership
of shares of the Company's Common Stock by each person known to the Company
to own 5% or more of the shares of the Company's Common Stock as of September
25, 1997 based upon the shares of Common Stock outstanding on such date plus
shares deemed outstanding pursuant to Securities and Exchange Commission Rule
13d-3 (d)(1).
Amount & Nature
Name and Address of Beneficial Percent
of Beneficial Owner Ownership of Class
- ---------------------------- ---------------- --------
Shigeru Masuda 80,000 28.70%
117 East 57th Street
New York, New York 10022
Louise Jones Takata 74,000 26.55%
370 Lexington Avenue, #1808
New York, New York 10017
Security Ownership of Management
The following table sets forth the information as to beneficial ownership
of shares of the Company's Common Stock by (i) each person who has been
designated to become a director of the Company upon the Closing of the
Agreement, (ii) each named executive, and (iii) all such persons as of
September 25, 1997, based upon shares of Common Stock outstanding on such
date plus shares deemed outstanding pursuant to Securities and Exchange
3
<PAGE>
Commission Rule 13d-3(d)(1). The following table assumes the issuance of
4,183,125 shares to OHL, and 85,000 shares to a finder upon the Closing of
the Agreement.
Amount & Nature
Name and Position of Beneficial Percent
of Beneficial Owner Ownership of Class
- ---------------------------- ---------------- --------
Overton Holdings Limited 4,183,125 92%
Le Columbia Palace
11, avenue Princesse Grace
Monte Carlo
MC-98000, Monaco
Change of Control
Upon the Closing, the Company will accept the resignations of the Board
of Directors consisting of Gary Takata and Shigeru Masuda, and Gerold Tebbe
will be appointed to serve on the Company's Board of Directors effective
immediately upon Closing.
Put Option
All the holders of the Company's Common Stock as of immediately prior to
Closing, shall have the right to cause the purchase at $3 per share, which
price shall be adjusted to give effect to stock splits, stock dividends,
recapitalizations, capital distributions, and similar events, of some or all
of their Common Stock (the "Put") for the six-month period following the
Measuring Period (defined below), if the Company's Common Stock does not have
a daily average closing bid price of $3 per share for 20 consecutive trading
days during the six month period following the Closing (the "Measuring
Period"). Certain changes in the ownership of the Company's Common Stock on
the date of the Closing will void the Put as to that Common Stock so
transferred. The sum of $836,250 will be deposited in escrow by Gerold Tebbe
as a fund to support exercise of the Put. The Put will fail to become
effective, or will terminate, as applicable, upon the earlier to occur of (i)
Company's Common Stock having a daily average closing bid price of $3 per
share for 20 consecutive trading days, or (ii) the one year anniversary of
the Closing.
Call Option
All of the shares of the Company's Common Stock issued and outstanding
just prior to the Closing held or controlled by Mr. Gary Takata and Mr.
Shigeru Masuda, or their respective affiliates, shall be subject to a call
option (the "Call") whereby the Company will have the right, for a period of
one year following the Closing, to purchase such shares at a price of $30 per
share, which
4
<PAGE>
price shall be adjusted to give effect to stock splits, stock dividends,
recapitalizations, capital distributions, and similar events, if the closing
bid price of a share of Common Stock rises to $30 or more.
Right of First Refusal
If the closing bid price of a share of the Company's Common Stock rises
to $30 or more, which price shall be adjusted to give effect to stock splits,
stock dividends, recapitalizations, capital distributions, and similar
events, and either Mr. Takata or Mr. Masuda desires to sell any of the shares
of Common Stock of the Company held or controlled by them prior to Closing,
then the shareholder proposing to sell some or all of his stock has agreed to
notify the Company accordingly and has granted the Company the right of first
refusal to purchase such shares at a price of $30 per share. The right of
first refusal expires with respect to their respective shares upon transfer
of beneficial ownership of the Common Stock by Mr. Takata or Mr. Masuda, as
applicable.
DIRECTORS AND EXECUTIVE OFFICERS
Effective upon the Closing under the Agreement, the Company's current
directors will resign. The following individual will become the sole
director of the Company:
Name Age Position to be Held
- -------------------- ----- --------------------
Gerold Tebbe 48 President, Secretary-
Treasurer and Director
Gerold Tebbe will become President, Secretary-Treasurer and Director
following the Closing under the Agreement. Mr. Tebbe was born in
Langenenslingen, Kreis Biberach, BW, Germany. From 1990 to the present, Mr.
Tebbe has been self-employed as an inventor, specializing in inventing and
developing products combining his patented controlled release technology with
a variety of textile delivery systems. From 1970 to 1990, Mr. Tebbe was
president of Textil Atelier K. Tebbe, Baden-Wurtteburg, Germany, a
privately-held textile concern specializing in textile design for woven and
knitted materials, and the servicing of certain textile production equipment.
Mr. Tebbe studied tailoring and passed the examinations of the Chamber of
Industry and Commerce (IHK) in Reutlingen, Germany; subsequently, he
qualified as master craftsman in textile design, while employed in
Albstadt-Tailfingen, Germany.
The directors of the Company are elected to hold office until the next
Annual Meeting of Shareholders and until their respective successors have
been elected and qualified. The officers of the Company are elected by the
Board of Directors and hold office until successors are duly elected and
qualified. There are no audit,
5
<PAGE>
nominating or compensation committees of the Board of Directors, or
committees performing similar functions.
Since July 1, 1996, the board of directors met not less than four times.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
None of the Company's officers or directors currently receives any salary
from the Company. Directors do not receive compensation for their services
as directors and are not reimbursed for expenses incurred in attending board
meetings.
The Company has entered into a Consulting Agreement with The Zeron Group
Inc., a New York corporation. Shigeru Masuda, the Company's Chairman of the
Board of Directors, is also chairman of The Zeron Group Inc. Mr. Masuda
provided consulting services on behalf of The Zeron Group Inc. to the
Company. The annual fee for the consulting services is $15,000, which
commenced upon the closing of the Company's initial public offering. The
consulting arrangement will terminate effective as of the Closing under the
Agreement. The Company does not anticipate entering into employment
agreements with any of its officers or directors in the near future.
Following the Closing under the Agreement, Mr. Tebbe will not receive a
salary for his services to the Company as an officer or director of the
Company. However, Mr. Tebbe will receive royalties of 1% of all net annual
revenues recognized by the Company in connection with the commercial
exploitation of the patent rights being conveyed to the Company by Mr. Tebbe
and/or persons controlled by Mr. Tebbe pursuant to the Agreement. The
compensation referred to above will not accrue and be payable unless the
Company has recognized net income from that patent right during such year.
6
<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.
ZERON ACQUISITIONS II, INC.
-----------------------------------
(Registrant)
By: /s/ Gary Takata
-----------------------------------
Gary Takata
President and Director
Dated: September 26, 1997
7
<PAGE>
EXHIBIT 99.2
---------
<PAGE>
DEOTEXIS, INC.
599 Lexington Avenue, Suite 2300
New York, New York 10022
NOTICE TO THE STOCKHOLDERS OF
ZERON ACQUISITIONS II, INC.
October 22, 1997
On October 13, 1997, the Board of Directors and a majority
of the Stockholders of Zeron Acquisitions II, Inc. (the
"Corporation"), pursuant to written consents in lieu of meetings
of the Board of Directors and Stockholders, respectively,
approved a change of the Corporation's name to "Deotexis, Inc."
To effectuate the aforementioned name change, the
Corporation filed a Certificate of Amendment of Articles of
Incorporation with the Secretary of State of the State of Nevada
on October 15, 1997.
Any stockholder with questions regarding the foregoing is
invited to contact counsel to the Corporation, David S. Schaefer,
Esq. at (212) 407-4848, or Robert B. Lachenauer, Esq. at (212)
407-4854.
By Order of the Board of Directors
Gerold Tebbe, Secretary
