UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 26, 1999
SUN QUEST HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
NEVADA 33-55254-29 87-0438649
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(State or other Jurisdiction) (Commission File Number) (IRS Employer I.D. NO.)
Nevada Corporate Services
1800 Sahara Desert, Suite 107
Las Vegas, Nevada 89104
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(Registered Agent's Address)
SUN QUEST HOLDINGS, INC.
Sun Quest Plaza, Suite 2000, 70025 Hwy 111
Rancho Mirage, CA 92270
(760) 328-8325
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(Address and Telephone number of Principal Executive Office)
Sterling Worldwide Corporation
153 St Johns Road, Tunbridge Wells, Kent, TN4 9UP
TEL: 44-1892-541747 FAX: 44-1892-541756
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(Former Name and Former Address)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 26, 1999, the Company acquired approximately 96% of Sun Development
Holding N.V. ("Sun Development"), a Netherlands Antilles public company
(formerly traded on the parallel market of the Amsterdam Stock Exchange under
its' former name "Satcom Holdings N.V."). The 96% interest is comprised of
35,659,246 common shares (out of a total issued and outstanding number of
37,196,941 common shares). The purchase consideration (see Exhibit A attached
hereto) for the 35,659,246 shares of Sun Development was 71,318,492 of newly
issued restricted common shares of the Company valued at $17,829,623 on the
books of the Company. As additional consideration for the Sun Development
acquisition, the Company agreed to forgive debt in an amount of $1,100,000 due
to the Company from Melania Resources Limited, a British Virgin Islands
corporation, which is the former majority stockholder of Sun Development.
Sun Development is the parent company of Sun Development Company N.V. ("Sun
Aruba"), a company based in Aruba, Dutch Caribbean. Sun Aruba is an established
business enterprise in the vacation resort ownership, development, management
and sales industry, with a twenty-seven year operating history (since 1973). Sun
Aruba has developed, owned, and sold four beach-front vacation ownership resorts
(Aruba Beach Club, Casa Del Mar, Playa Linda Beach Resort and Costa Linda Beach
Resort), as well as Sun Plaza, a four story shopping mall and office complex,
and Tierra Del Sol Resort and Country Club, a golf course and residential
development on the northern shore of Aruba. Sun Aruba has approximately 25,000
persons who have purchased vacation ownership units in various Sun Aruba
resorts.
Sun Development also owns the controlling interest in the Princess Beach Hotel
Resort and Casino, in Curacao, which is a 341 room beach-front hotel and casino
property. Sun Development owns 100% of Silverhawk Development Corporation, which
has a joint venture arrangement with a subsidiary company owned by the Peoples
Republic of China. The business purpose of this joint venture is to acquire,
convert and sell vacation ownership interests in China from an inventory of 850
hotel resort properties owned by the Chinese joint venture party, which are
located throughout China. Sun Development also has a joint venture arrangement
with a Hong Kong corporation to acquire, develop, expand, and sell vacation
ownership units at the Chateau Mirambeau Hotel Resort in the Bordeaux area of
France. The Chateau Mirambeau is an existing 57 room five-star hotel property,
located on approximately 18 acres, which has received full approvals for
expansion as a vacation ownership resort (representing over 5,000 weeks of
vacation ownership inventory). Sun Developments also has current contracts for
the acquisition of an existing 362 unit hotel/vacation ownership property
(representing over 16,000 weeks of vacation ownership inventory) at a resort in
Aruba, as well as development opportunities in Orlando, Florida (approved for
40,000 plus weeks of vacation ownership), and the Cook Islands in the South
Pacific.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Sun Aruba, a subsidiary of Sun Development, is currently subject to bankruptcy
proceedings in the Court of First Instance of Aruba. Sun Aruba has historically
raised funds for its operations from the sale of bearer bonds issued by its
subsidiary in Curacao, Sun Capital Corporation N.V ("Sun Capital"), a
Netherlands Antilles corporation. These bearer bonds are general obligation
bonds of Sun Capital, not secured by any specific assets, and guaranteed by Sun
Aruba. Sun Capital has sold approximately $135 million of these bonds since 1973
and has paid off, on time, approximately $107 million, together with interest at
the rate of between eight and ten percent (8-10%) per annum. Commencing in
January, 1999, Sun Aruba initiated a "stock for debt" conversion program as part
of a financial restructuring. As of the date hereof, approximately $22 million
of the remaining $28 million in bearer bonds have been converted into equity and
with a corresponding reduction in debt. Management is negotiating with the
remaining bondholders who are creditors of Sun Aruba and Sun Capital to convert
their debt into equity of Sun Aruba, which would ultimately be converted into
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common shares of the Company. There can be no assurance that the negotiations to
convert the remaining debt will be successful or that Sun Aruba may not
ultimately end up in either a voluntary or involuntary bankruptcy proceeding in
Aruba or Curacao, respectively. Since the Company has not guaranteed any debt or
other obligations on behalf of Sun Aruba or Sun Capital, the Company believes it
will not be materially adversely affected by any determination resulting from
the bankruptcy proceedings of Sun Aruba or Sun Capital.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
There has been no change in the Company's certifying accountant.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The financial statements shall be filed within 60 days from date hereof.
Exhibit A: Agreement, dated November 26, 1999 (re: acquisition of Sun
Development Holding NV).
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
SIGNATURE
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.
SUN QUEST HOLDINGS, INC.
Date: January 12, 2000 By: /s/ DOW W. STEWART
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Dow W. Stewart
Chief Executive Officer
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Exhibit A
AGREEMENT
THIS AGREEMENT ("Agreement") shall be effective as of the 26th day of
November, 1999, by and between those persons or entities set forth on Schedule
"A" attached hereto (collectively "Seller") and Sun Quest Holdings, Inc.
(formerly "Sun Quest Worldwide Corporation"), a Nevada corporation ("Purchaser"
or "Sun Quest").
WHEREAS, Purchaser is a publicly traded company listed on the NASDAQ
Bulletin Board in the United States (trading symbol "STWW"); and
WHEREAS, Seller is the registered owner or representative of 35,659,246
shares (the "Sun Shares") of SUN DEVELOPMENT HOLDING N.V. (formerly "Satcom
Holding N.V.") (hereinafter "Sun"), a Netherlands Antilles corporation, having
its registered office at Caracasbaaiweg 199, Curacao, Netherlands Antilles; and
WHEREAS, Sun currently has as of this date a total of 37,196,941 shares
of stock issued and outstanding as more particularly set forth on Schedule "A"
attached hereto; and
WHEREAS, Seller"s ownership or representation in Sun represents
ninety-five and eighty-seven one hundreds percent (95.87%) of the total issued
and outstanding shares of Sun as of the date hereof; and
WHEREAS, Sun is the owner of Sun Development Company N.V., an Aruba
based vacation ownership resort development company, and Sun also owns or has
the contractual rights to several other companies and assets as more fully
described in its draft Prospectus, dated September, 15, 1999, as amended, a copy
of which has been received by Purchaser; and
WHEREAS, Seller and Purchaser have agreed to take Sun public in the
United States through the mechanism of a stock swap into a publicly traded
company, by Seller exchanging its Sun shares for newly issued shares of stock in
Purchaser; and
WHEREAS, Seller desires to sell the Sun Shares and Purchaser desires to
purchase the Sun Shares pursuant to the terms of this Agreement.
NOW THEREFORE, in consideration of the mutual promises contained
herein, delivery of shares, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agreeing
to be legally bound, hereby agree as follows:
1. RECITALS. The parties hereby incorporate the above recitals into this
Agreement and confirm that such statements are true and accurate.
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2. PURCHASE OF SUN SHARES. Seller hereby sells to Purchaser and Purchaser
hereby purchases 35,659,246 shares of Sun for a total purchase price of
$17,829,623 USD ("Purchase Price"). The Purchase Price shall be paid by
Purchaser to Seller at the closing and such payment shall be in the
form of the delivery of 71,318,492 newly issued common shares of Sun
Quest Holdings, Inc. (the "Sun Quest Shares"). The parties hereto
hereby acknowledge and agree that the Sun Quest Shares shall be valued
for the purposes of this Agreement at the average market bid price for
the past thirty days of $0.25 USD per share for the Sun Quest Shares.
The Sun Quest Shares shall be delivered to Seller by Purchaser, free
and clear of any liens, encumbrances or other security interests
therein, however, such shares shall be issued pursuant to Rule 144 of
the Securities Exchange Act of 1933, as amended (the "Act"), and the
Sun Quest Shares shall be restricted shares pursuant to the Act. The
Sun Shares shall be transferred by Seller to Purchaser, free and clear
of any liens, encumbrances or other security interests therein.
3. CLOSING ON PURCHASE OF SUN SHARES. The closing ("Closing") of this
transaction shall occur immediately upon the completion of the
following events (the "Closing Date"):
1. Execution of this Agreement by all parties hereto.
2. Confirmation of the transfer of Sun Shares to Purchaser by the Sun
registrar in Curacao, and registration of Purchaser"s name in the
Sun shareholder register for the Sun Shares.
3. Confirmation of the transfer of the Sun Quest Shares to Seller by
the Sun Quest transfer agent in Nevada, and registration of
Seller"s name (as per Schedule A) in the Sun Quest shareholder
register for the Sun Quest Shares. Additionally, the Sun Quest
Shares shall be delivered by Purchaser to Seller as set forth on
Schedule A.
4. FORGIVENESS OF DEBT. Purchaser hereby acknowledges that a debt is owed
to Sun Quest by Melania Resources Limited, one of the parties deemed as
Seller in this Agreement. As partial consideration hereunder, Purchaser
hereby forever forgives the said indebtedness and interest thereon, in
the approximate amount of One Million One Hundred Thousand Dollars
($1,100,000).
5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and
warrants to Purchaser that as of the date of execution of this
Agreement and continuing until the Closing Date:
(1) The recitals to this Agreement are true and accurate.
(2) There shall be no material liens or claims of any kind encumbering
the Sun Shares and such shares collectively represents in excess
of ninety percent and the controlling shareholder interest in Sun.
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(3) Sun is a corporation, duly organized, validly existing and in good
standing under the laws of the Netherlands Antilles. Sun is
authorized to issue share capital in the amount of Euro 22,500,000
par value (50 million shares @ 0.45 Euro par value each).
6. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller that as of the date of execution of
this Agreement and continuing until the Closing Date:
(4) The recitals to this Agreement are true and accurate.
(5) There shall be no material liens or claims of any kind encumbering
the Sun Quest Shares.
(6) Purchaser is a corporation, duly organized, validly existing and
in good standing under the laws of Nevada. Purchaser is authorized
to issue share capital in the amount of 500,000,000 shares of
common stock.
(7) Purchaser has received and reviewed a copy of the draft Prospectus
dated September 15, 1999, as amended for Sun Development Holding
N.V.
7. MISCELLANEOUS.
7.1 NOTICES. All notices to be sent to the parties hereto in
connection with this Agreement shall be sent:
If to Seller: As set forth on Schedule A, attached hereto
If to Purchaser: Sun Quest Holdings, Inc.
Attention: Dow Stewart, Chief Executive Officer
160 L.G. Smith Blvd, Fourth Floor
Oranjestad, Aruba
or such other address as the party to whom notice is to be given furnishes in
writing to the other party in the manner set forth above.
7.2 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
7.3 WAIVER. Any term, provision or condition of this Agreement (other
than the requirement for stockholder approval) may be waived in writing by the
party which is entitled to the benefits thereto.
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7.4 EXPENSES. Except as otherwise provided, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expense.
7.5 PARTIES IN INTEREST, ASSIGNMENT. This Agreement is binding upon
and is solely for the benefit of the parties hereto and their respective
successors, legal representatives and assigns. This Agreement cannot be assigned
except by mutual consent.
7.6 HEADINGS. The headings in this Agreement are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.
7.7 ENTIRE AGREEMENT. This Agreement supersedes any and all oral or
written agreements and understandings heretofore made relating to the subject
matter hereof and contains the entire agreement of the parties relating to the
subject matter hereof and documents referred to herein.
7.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or unenforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provisions of
this Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.
7.9 GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Nevada applicable to contracts
entered into or to be performed in that jurisdiction.
7.10 COUNTERPARTS; FACSIMILE COPIES. This Agreement may be executed in
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. An executed copy of
this Agreement received by way of facsimile transmission shall be deemed to be
an original, enforceable and admissible for all purposes as may be necessary
under the terms hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
SELLER:
1. Raster Investments Limited, a Cayman Islands
corporation
By: /s/
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Authorized Signatory
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2. Edward A. Teraskiewicz, for himself and
others as Authorized Signatory
By: /s/ EDWARD A. TERASKIEWICZ
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Edward A. Teraskiewicz
3. Point Hope Investments Limited, a BVI
corporation
By: /s/
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Authorized Signatory
4. Hamilton Holdings S.A., an Anguilla
corporation
By: /s/
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Authorized Signatory
5. Rae Consulting Limited, an Isle of Man
corporation
By: /s/
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Authorized Signatory
6. Bolan Finance Limited, a BVI
corporation
By: /s/
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Authorized Signatory
7. Joost C. Taverne, as Escrow Agent
By: /s/ JOOST C. TAVERNE
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Joost C. Taverne
PURCHASER:
Sun Quest Holdings, Inc., a Nevada
corporation
By: /s/ DOW STEWART
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Dow Stewart, Chief Executive Officer
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SCHEDULE "A"
The following persons or entities are the selling shareholders of
common stock in Sun Development Holding N.V. ("Sun"), who are collectively
referred to as the "Seller" in the attached Agreement. The number of shares of
Sun that are owned by each person and which are being transferred under this
Agreement (collectively the "Sun Shares"), as well as the number of shares of
common stock in Sun Quest Holdings, Inc. (the "Sun Quest Shares"), that are to
be issued in exchange for the Sun Shares are set forth below.
SELLING SHAREHOLDER SUN SHARES SUN QUEST SHARES
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1. Raster Investments 4,750,000 9,500,000
P.O. Box 31377, Seven Mile Beach
Grand Cayman Islands
British West Indies
2. Edward A. Teraskiewicz 5,500,000 11,000,000
P.O. Box 31377, Seven Mile Beach
Grand Cayman Islands
British West Indies
3. Point Hope Investments Limited 5,500,000 11,000,000
c/o Amicorp N.V.
Caracasbaaiweg 199, P.O. Box 7050
Curacao, Netherlands Antilles
4. Hamilton Holdings S.A. 3,832,320 7,664,640
12 The Shrubberies, George Lane
London E18 1BD
United Kingdom
5. Rae Consulting Limited 3,993,403 7,986,806
11 Cattley Close, Wood Street
Barnet, Herts EN5 4SN
United Kingdom
6. Bolan Finance Limited 4,174,277 8,348,554
28 Exchequer Street, 3rd Floor
Dublin 2
Republic of Ireland
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7. Joost C. Taverne, as Escrow Agent** 7,909,246 15,818,492
c/o Sun Development Holding N.V.
170 L.G. Smith Blvd., Fourth Floor
Oranjestad, Aruba
Total Shares: 35,659,246 71,318,492
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** See Schedule below.
**SUN DEVELOPMENT HOLDING SHARES AND SUN QUEST
SHARES HELD BY JOOST TAVERNE AS ESCROW AGENT:
Shareholder Sun Shares
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1. Issued per stock swaps for debt
JDV Oduber 237,044
Stock conversion and cash 3,684,475
Reserve for future conversions 46,656
Costa Linda Mgt. Co. NV 272,727
Tierra Members 40,000
Bondholders ($5.2M @ $4.00) 1,275,000
Brozzi Bonds ($1.1M @ $5.00) 223,000
Fleben (Holland Experience 50.5%) 200,000
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5,978,902
2. Shares issued to third parties
Astor Plaza 750,000
Sofia Investments NV 30,000
Additional Bondholders 150,344
R. Offringa 1,000,000
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1,930,344
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TOTAL SHARES
7,909,246
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These Shares would be exchanged on a 1 for 2 basis into Sun Quest Shares for a
total of 15,818,492 SUN QUEST SHARES.
3. The following shares of Sun Development Holding N.V. are held by the
public at large and SUCH SHARES ARE NOT BEING SOLD TO SUN QUEST
HOLDINGS, INC. under the attached agreement. These shares, which
represent collectively three and twenty-two hundreds percent (3.22%) of
Sun, shall continue to remain in the Stichting Administrator kantoor:
Total Shares held by public 1,537,695
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