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) January 11, 1999
METEOR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-27968 84-1236619
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
216 Sixteenth Street, Suite 730, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 572-1135
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 8, 1999, Meteor Industries, Inc. ("Meteor" or the
"Corporation"), filed a Report on Form 8-K with the Securities and Exchange
Commission describing a December 30, 1998, transaction that could be
considered to constitute, or to create a possibility of, a change in control
of the Corporation. In that transaction, Nevada Manhattan Group, Inc.
("Nevada"), purchased 1,212,000 shares of the Corporation's common stock from
Capco Aquisub, Inc. That transaction shall be referred to as the "Capco
Transaction." Details regarding the Capco Transaction are set forth in the
January 8, 1999, Form 8-K.
This immediate Report on Form 8-K describes an additional transaction
that is closely related to the Capco Transaction. The additional transaction
could be deemed to involve a further change in control of the Corporation.
In connection with the Capco Transaction, the Corporation expanded its
Board of Directors from five to seven and passed a resolution that
authorizes, subject to due diligence, filling the vacancies with two Board
members to be nominated by Nevada.
Nevada agreed that it would continue to vote all of its shares in favor
of retaining the five current Board members until such time as those five
members shall have approved, and the Corporation shall have implemented,
either (i) a supply contract estimated to add approximately $5,000,000 in
operating income to the Corporation, or (ii) a transaction reasonably
believed by the five current Board members to have the potential to provide
a benefit to the Corporation's shareholders similar to that to be provided by
the contemplated supply contract. The transactions contemplated by clauses (i)
and (ii) of the immediately preceding sentence shall be referred to
individually as a "Proposed Contract."
Subsequently, the Board determined that it would be in the best
interests of the Corporation and its shareholders that action be taken to
enforce the condition, described above, that Nevada continue to vote all of its
shares in favor of retaining the five existing Meteor Board members until such
time as those five members approve a Proposed Contract. The Board determined
that the issuance of a series of preferred stock having multiple votes per
share would constitute appropriate action to enforce the condition, but only if
the preferences and other terms of the stock were no broader in time and scope
than necessary to serve the special purpose for which the stock would be
issued.
In keeping with those determinations, the Board designated a series of
preferred stock titled Series B Preferred Stock (the "Preferred Shares"),
such series to have the rights, and to be subject to the limitations and
qualifications, set forth below:
(a) Conversion. The Preferred Shares shall not carry any right to be
converted into any other class or series of the Corporation's stock.
(b) Voting Rights. Each of the Preferred Shares shall entitle the
holder to cast 16,667 votes with respect to any matter submitted to a vote of
the Shareholders of the Corporation. Such voting rights shall be terminated,
however, upon approval by the Board of Directors of, entry by the Corporation
into, and implementation by the Corporation of, a Proposed Contract brought
to the Corporation by Nevada.
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(c) Dividend and Distribution Rights. The Preferred Shares shall have
no right to participate in any dividends that may be declared with respect to
any other stock of the Corporation. No distribution shall be made in respect
of the Preferred Shares in connection with any partial or total liquidation
of the Corporation.
(d) Redemption. If the voting rights of the Preferred Shares shall
have terminated in accordance with paragraph (b), above, all of the Preferred
Shares shall automatically be redeemed by the Corporation effective as of the
date (the "Redemption Date") on which the last opportunity for voting set
forth in paragraph (b), above, shall have lapsed. The redemption price shall
be paid in cash in the amount of $1.00 per share. As of the Redemption Date,
the Preferred Shares being redeemed shall be marked "canceled" on the
Corporation's stock transfer books (whether or not the certificates therefor
have been surrendered by the holders) and, thereafter, holders of redeemed
Preferred Shares shall not be considered as or possess any rights as
shareholders of the Corporation with respect to the redeemed shares. Holders
shall be paid the redemption amount due only upon surrender to the
Corporation of the certificate or certificates representing the redeemed
shares.
(e) Status of Preferred Shares. Preferred Shares which have been
redeemed by the Corporation shall be canceled.
Pursuant to the authority granted by the Board, the Corporation issued
for cash, on January 11, 1999, an aggregate of 300 shares of the Preferred
Shares to the persons listed below, in the respective numbers of shares set
forth opposite their respective names:
Aggregate
Purchase
Name Number of Shares Price
- --------------- ---------------- ---------
Edward J. Names 100 $ 100
Richard E. Dana 100 100
Irwin Kaufman 100 100
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Totals 300 $ 300
========= =========
Those 300 shares carry an aggregate of 5,000,100 votes. The Preferred
Shares may be deemed to vest control of the Corporation in Messrs. Names,
Dana, and Kaufman during the limited term specified in the designation of the
Preferred Shares.
In addition, each of the holders of the Preferred Shares entered into a
Shareholder Voting Agreement, a copy of which is attached as Exhibit 10.1.
Under the Shareholder Voting Agreement, the shareholders are required to vote
their Preferred Shares in unison, so as to enforce the purpose of the
Preferred Shares, as described above. Specifically, the shareholders are
required to vote in favor of retaining the current members of the Meteor
Board, or approved substitutes, and to vote against amendments to Meteor's
Articles of Incorporation.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
[none]
(b) Pro Forma Financial Information
[none]
(c)Exhibits
The Corporation hereby files the following exhibits:
(10.1) Shareholder Voting Agreement, dated January 11, 1999.
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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.
METEOR INDUSTRIES, INC.
By:
Dated: January 20, 1999 Edward J.Names, President
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Exhibit 10.1
SHAREHOLDER VOTING AGREEMENT
This Agreement is made by and among Meteor Industries, Inc., a Colorado
corporation (hereinafter referred to as the "Corporation"), Edward J. Names,
Richard E. Dana, and Irwin Kaufman (hereinafter collectively referred to as
the "Shareholders").
WHEREAS, the Shareholders desire to enter into this Agreement as a condition
of purchasing Series B Preferred Stock (the "Preferred Stock") of the
Corporation and to provide for the voting of their shares, once acquired, in
connection with the election of directors of the Corporation and certain
other matters; and
WHEREAS, each of Shareholders is also a director of the Corporation and, by
entering into this Agreement, agrees to vote as a director in conformity with
the terms of this Agreement; and
WHEREAS, Edward J. Names will own 100 shares of the Preferred Stock; and
WHEREAS, Richard E. Dana will own 100 shares of the Preferred Stock; and
WHEREAS, Irwin Kaufman will own 100 shares of the Preferred Stock.
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS SET FORTH BELOW, IT
IS AGREED AS FOLLOWS:
Section 1. Election of Directors. In the election of members of the
board of directors, each Shareholder agrees to vote all of his/her shares of
Preferred Stock entitled to vote which may now or hereafter be owned or held
of record by such Shareholder, or as to which such Shareholder now or
hereafter has voting power, for the following candidates:
Edward J. Names
Richard E. Dana
Irwin Kaufman
Ilyas Chaudhary
Dennis R. Staal
Should any of the above-listed candidates decline to stand for election or to
consent to serve, each Shareholder shall vote all of his/her shares of
Preferred Stock only for a substitute candidate or candidates who is or are
nominated by at least two of the Shareholders.
Section 2. Removal of Directors. If at any time any a Shareholder
notifies the other Shareholders of his/her desire and intention to remove or
replace a Director or to fill a vacancy caused by the resignation of a
Director, all Shareholders shall cooperate in causing the requested removal
and/or replacement by voting in the appropriate manner in accordance with the
terms of this Agreement.
Page 1 - Shareholder Voting Agreement
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Section 3. Amendment of Articles. Except with respect to action to
expand the number of Directors from five to seven, each Shareholder agrees to
vote against any amendment of the Corporation's articles of incorporation
and/or bylaws unless all Shareholders unanimously so agree.
Section 4. Irrevocable Proxies. Each Shareholder hereby grants to, and
is deemed to have executed in favor of, the other Shareholders, an irrevocable
proxy to vote, or to give written consent with respect to, all the voting
equity securities owned by the grantor of the proxy (1) for the election to
the Board of such individuals as the grantee of the proxy shall be entitled
to designate pursuant to this Agreement and (2) against any amendment of the
Corporation's articles of incorporation or bylaws.
Section 5. Endorsement of Certificates. Each certificate representing
shares of Preferred Stock now, or hereafter, held by the Shareholders shall
be inscribed substantially as follows:
The transfer of the shares represented by this certificate is restricted
under the terms of an Agreement dated January 11, 1999, a copy of which is on
file at the offices of the Corporation.
Section 6. Remedies. The parties acknowledge that any violation of this
Agreement will cause irreparable harm to the parties hereto. As a
consequence, the parties agree that if any party fails to abide by the terms
of this Agreement, any other party will be entitled to specific performance,
including the immediate issuance of a temporary restraining order or
preliminary injunction enforcing this Agreement without the necessity of
posting any bond or other undertaking, the right to which is hereby waived,
or, if otherwise required by rule or statute, agreed to be in the amount of
Ten Dollars ($10.00), and to any other remedies provided by applicable law.
The parties hereby consent to the jurisdiction and venue of the Colorado
District Court in and for the City and County of Denver with respect to
enforcement of this Agreement.
Section 7. Term. This Agreement shall terminate upon the voluntary
written agreement of all parties who are then bound by the terms of this
Agreement, but in any event, this Agreement shall terminate concurrently with
the redemption by the Company of the Preferred Stock. Upon termination of
this Agreement, the Shareholders shall surrender to the Corporation their
certificates evidencing any of the Preferred Stock.
Section 8. Notices. Any notices permitted or required to enforce this
Agreement shall be deemed given upon the date of personal delivery or 48
hours after deposit in the United States mail, postage fully prepaid, return
receipt requested, addressed to the Corporation at:
Meteor Industries, Inc.
216 Sixteenth Street, Suite 730
Denver, Colorado 80202
Attention: Edward J. Names, President
Page 2 - Shareholder Voting Agreement
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and addressed to the Shareholders at their respective addresses as appear on
the books and records of the Corporation, or at any other address as any
party may, from time to time, designate by notice given in compliance with this
Section.
Section 9. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.
Section 10. Titles and Captions. All section titles or captions
contained in this Agreement are for convenience only and shall not be deemed
part of the context nor effect the interpretation of this Agreement.
Section 11. Entire Agreement. This Agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject matter of
this Agreement.
Section 12. Agreement Binding. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties
hereto.
Section 13. Attorney Fees. In the event arbitration, suit, or any other
legal or equitable action is brought by any party under this Agreement to
enforce any of its terms, and in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorneys fees to be fixed
by the arbitrator, trial court, and/or appellate court.
Section 14. Computation of Time. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall be included, unless it is a
Saturday, Sunday, or a legal holiday, in which event the period shall begin
to run on the next day which is not a Saturday, Sunday, or legal holiday, in
which event the period shall run until the end of the next day thereafter
which is not a Saturday, Sunday, or legal holiday.
Section 15. Pronouns and Plurals. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural as the identity of the person or persons may require.
Section 16. Presumption. This Agreement or any section thereof shall not
be construed against any party due to the fact that said Agreement or any
section thereof was drafted by said party.
Section 17. Further Action. The parties hereto shall execute and deliver
all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of the
Agreement.
Section 18. Parties in Interest. Nothing herein shall be construed to be
to the benefit of any third party, nor is it intended that any provision
shall be for the benefit of any third party.
Page 3 - Shareholder Voting Agreement
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Section 19. Savings Clause. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held
invalid, shall not be affected thereby.
Section 20. Separate Counsel. The parties acknowledge that the
Corporation has been represented in this transaction by Burns, Wall, Smith
and Mueller, P.C., that each of the Shareholders has not been represented by
the Corporation's attorneys, and that each of the shareholders has been
advised that it is important for each of them to seek separate legal advise
and representation in this matter.
Date: January 11, 1999
METEOR INDUSTRIES, INC.,
a Colorado corporation
By:_________________________ _____________________________
Edward J. Names,President Edward J. Names, Individually
_____________________________ ___________________________
Richard E. Dana, Individually Irwin Kaufman, Individually
Page 4 - Shareholder Voting Agreement
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