UNITED STATES
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
January 30, 1998
-----------------------------------------------
Date of Report (Date of earliest event reported)
CANMAX INC.
-----------------------------------------------------
Exact Name of Registrant as Specified in its Charter)
Wyoming 0-22636 75-2461665
---------------- ----------- -------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
150 West Carpenter Freeway
Irving, Texas 75039
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(972) 541-1600
---------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
----------------------------
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 30, 1998, Canmax Inc., a Wyoming corporation (the
"Company"), acquired USCommunication Services, Inc., a Delaware
corporation ("USC"), pursuant to the terms of an Agreement and
Plan of Merger dated as of January 30, 1998 (the "Merger
Agreement"). The information regarding the Merger Agreement was
"previously reported" (as such term is defined in Rule 12b-2 of
the Securities and Exchange Act of 1934, as amended (the
"Exchange Act")) in the Company's Current Report on Form 8-K
filed with the Commission on February 9, 1998. As previously
reported, pursuant to the terms of the Merger Agreement USC was
merged into (and became) a wholly owned subsidiary of the Company
(the "Surviving Corporation"), and the USC shareholders received
in exchange for their shares of USC an aggregate of 1.5 million
shares of the Company's common stock, no par value per share
("Common Shares"), warrants to acquire up to 1.5 million Common
Shares at an exercise price of $1.25 per share that are
immediately exercisable (the "Series A Warrant"), and warrants to
acquire 1.0 million Common Shares at an exercise price of $2.00
per share exercisable during the five year period commencing
January 30, 2000 (the "Series B Warrant" and collectively with
the 1.5 million Common Shares and Series A Warrant the "Merger
Consideration"). In addition, Company entered into an Employment
Agreement with James C. Bernet, the former President of USC,
pursuant to which Mr. Bernet serves as the President of the
Surviving Corporation and received (a) warrants to acquire 1.0
million Common Shares at an exercise price of $2.00 per share,
the vesting of which is dependent upon the business operations of
the Surviving Corporation generating after tax earnings of at
least $5.0 million (subject to certain adjustments), and (b)
warrants to acquire an additional 1.0 million Common Shares at an
exercise price of $3.00 per share, the vesting of which is
dependent upon the business operations of the Surviving
Corporation generating after tax earnings of at least $8.625
million (subject to certain adjustments) (collectively, the
"Performance Warrants"). Each of the Performance Warrants must
vest, if at all, on or before January 30, 2001.
Pursuant to the terms of the Merger Agreement, Mr.
Bernet has the right to designate two persons to the Company's
Board of Directors (of seven available Board seats), subject to
Company's approval of the qualifications of such members.
Although no designees have joined the Board at this time, it is
anticipated that Mr. Bernet will join the Company's board of
directors.
<PAGE>
At the effective time of the Merger Agreement, all
outstanding shares of capital stock of USC were held pursuant to
the terms of a voting trust established May 1, 1997 and amended
December 1, 1997 (as amended, the "Trust"), and all of the Merger
Consideration was issued to the Trust. Delia O'Donnell, the
holder of a 62.875% beneficial interest in the Trust, is reported
to have given written notice to the Trust of her intention to
withdraw her shares from the Trust, which withdrawal the Company
believes will be effective on or about April 1, 1998.
The Company has received a draft of the Schedule 13D to
be filed by Alan Anderson, the trustee of the Trust (the
"Trustee"), reflecting Trustee's "beneficial ownership" (as
defined in Rule 13d-3 of the Exchange Act) of 3.0 million, or
31.2%, of the Company's Common Shares. The Company has also
received a draft of the Schedule 13D to be filed by Ms.
O'Donnell, reflecting her beneficial ownership of 1,886,250, or
20.8%, of the Company's Common Shares to be withdrawn from the
Trust. Pursuant to Rule 13d-3 of the Exchange Act, the
beneficial ownership interests reported on behalf of Ms.
O'Donnell and the Trust include Common Shares issuable upon the
exercise of presently exercisable Series A Warrant (exercisable
at $1.25 per share) which account for 50% of each person's
reported beneficial ownership amount. On January 30, 1998, the
closing price of the Common Shares, as reported on the Nasdaq
SmallCap Market, was $1.125 per share, and on February 11, 1998,
the closing price was $1.03125 per share.
Neither the Series B Warrant (which is exercisable
after January 30, 2000 at $2.00 per share) nor the Performance
Warrants issued to Mr. Bernet (which are subject to vesting
requirements and exercisable at $2.00 and $3.00 per share) are
currently reportable as being "beneficially owned" by any person.
Mr. Bernet and Ms. O'Donnell are husband and wife and therefore
their share ownership may be aggregated for certain purposes. In
the event that Mr. Bernet's Performance Warrants vest, the former
shareholders of USC and Mr. Bernet would collectively have
acquired or have rights to acquire (at varying exercise prices)
up to 6.0 million (or approximately 47.6%) of the Company's
Common Shares, and Mr. Bernet and Ms. O'Donnell would
collectively own or have the right to acquire up to 4,515,000 (or
35.7%) of the Company's Common Shares.
The Company disclaims that any change in control has
occurred at this time by virtue of the transactions set forth
above. If the former USC shareholders exercise the Series A
Warrants and Series B Warrants, and/or the Performance Warrants
vest and are exercised by Mr. Bernet, these agreements may result
in a change of control of the Company at a subsequent date.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS.
Exhibit No. Document Description
----------- -------------------------------------------
2.1 Agreement and Plan of Merger dated as of
January 30, 1998, among Canmax Inc., CNMX
MergerSub, Inc. and USCommunication
Services, Inc. (filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K
filed on February 9, 1998 ("Form 8-K")).
9.1 Voting Trust Agreement of Nationwide
Transportation Products, Inc.
(subsequently known as USCommunication
Services, Inc.) made as of May 1, 1997
(filed as Exhibit 9.1 to Form 8-K).
9.2 First Amendment to Voting Trust Agreement
of USCommunication Services, Inc. dated as
of December 1, 1997 (filed as Exhibit 9.2
to Form 8-K).
10.1 Common Stock Purchase Warrant dated
January 30, 1998, between Canmax Inc. and
Delia O'Donnell, Trustee (filed as Exhibit
10.1 to Form 8-K).
10.2 Common Stock Purchase Warrant dated
January 30, 1998, between Canmax Inc. and
Delia O'Donnell, Trustee (filed as Exhibit
10.2 to Form 8-K).
10.3 Employment Contract dated as of January
30, 1998 among Canmax Inc., USCommunication
Services, Inc. and James C. Bernet (filed
as Exhibit 10.3 to Form 8-K).
10.4 Common Stock Purchase Warrant dated
January 30, 1998 between Canmax Inc. and
James C. Bernet (filed as Exhibit 10.4 to
Form 8-K).
10.5 Common Stock Purchase Warrant dated
January 30, 1998 between Canmax Inc. and
James C. Bernet (filed as Exhibit 10.5 to
Form 8-K).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
CANMAX INC.
DATE: February 13, 1998 By: /s/ Philip M. Parsons
----------------------------
Philip M. Parsons
Executive Vice President and
Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Document Description
- ----------- ------------------------------------------------------
2.1 Agreement and Plan of Merger dated as of
January 30, 1998, among Canmax Inc., CNMX
MergerSub, Inc. and USCommunication Services,
Inc. (filed as Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on February 9,
1998 ("Form 8-K")).
9.1 Voting Trust Agreement of Nationwide
Transportation Products, Inc. (subsequently
known as USCommunication Services, Inc.) made
as of May 1, 1997 (filed as Exhibit 9.1 to Form
8-K).
9.2 First Amendment to Voting Trust Agreement of
USCommunication Services, Inc. dated as of
December 1, 1997 (filed as Exhibit 9.2 to Form
8-K).
10.1 Common Stock Purchase Warrant dated January 30,
1998, between Canmax Inc. and Delia O'Donnell,
Trustee (filed as Exhibit 10.1 to Form 8-K).
10.2 Common Stock Purchase Warrant dated January 30,
1998, between Canmax Inc. and Delia O'Donnell,
Trustee (filed as Exhibit 10.2 to Form 8-K).
10.3 Employment Contract dated as of January 30,
1998 among Canmax Inc., USCommunication
Services, Inc. and James C. Bernet (filed as
Exhibit 10.3 to Form 8-K).
10.4 Common Stock Purchase Warrant dated January 30,
1998 between Canmax Inc. and James C. Bernet
(filed as Exhibit 10.4 to Form 8-K).
10.5 Common Stock Purchase Warrant dated January 30,
1998 between Canmax Inc. and James C. Bernet
(filed as Exhibit 10.5 to Form 8-K).
