UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 24, 2000
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Utah 0-23356 87-0421089
(state or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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6015 Lohman Ford Road, Suite 100
Lago Vista, Texas 78645
(Address of Principal Executive Offices)(Zip Code)
(512) 267-2221
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
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ITEM 2. Acquisition or Disposition of Assets.
American Absorbents Natural Products, Inc., a Utah corporation ("American
Absorbents "), has entered into a definitive Agreement and Plan of
Reorganization ("Agreement") dated as of August 8, 2000 and executed on August
9, 2000 with Centre Capital Corporation, a Nevada corporation ("Centre").
Pursuant to the Agreement, Centre will acquire 100% of the issued and
outstanding common stock of American Absorbents ("Shares") in exchange for
2,000,000 shares of Registrant's $.001 par value common stock; 5,000,000 shares
of Registrant's Series A $2.00 Callable Cumulative Convertible Preferred, $.001
par value; and 5,000,000 warrants to purchase common shares at $3.00 per share
(the "Exchange"). As a result of the transaction American Absorbents will become
a wholly-owned subsidiary of Centre. As part of the transaction Centre will
provide working capital of $500,000 to American Absorbents in the form of a loan
to be funded no later than August 15, 2000. American Absorbents will execute a
demand note bearing interest at one percent over the prime rate quoted in the
financial section of the Wall Street Journal on the date that the note is
executed in favor of CCCX. When the closing of the Exchange occurs the note will
automatically convert to capital.
The boards of directors of American Absorbents and Centre have unanimously
approved the Agreement. A copy of the Agreement is attached hereto as an
exhibit. Centre is subject to the reporting requirements of the Securities
Exchange Act of 1934.
The Exchange is conditioned upon, among other things, the majority of the Shares
being acquired by Centre, approval by the Shareholders of American Absorbents,
and approval by the Shareholders of Centre if required.
The foregoing description of the Agreement, the Exchange and related
transactions does not purport to be complete and is qualified in its entirety by
reference to the Agreement and the Press Release, which are attached hereto and
incorporated herein by reference.
Centre Capital Corporation Fort Worth, Texas, is a Nevada corporation subject to
the periodic reporting requirements of the Securities Exchange Act of 1934 and
its common shares trade on the OTC Bulletin Board under the symbol "CCCX". The
Company currently offers a full line of leading edge nutritional supplements,
personal care, home and auto, and pest control products of the highest quality.
Several of these products are of a proprietary nature and are manufactured
exclusively for Centre. Centre is continually seeking new leading edge products
to add to its already successful product line. Centre directly contracts with
independent manufacturers to produce its products in accordance with highest
quality standards attainable. There are several qualified manufacturers
available to Centre to produce and package the products sold. All dietary and
nutritional supplements are produced in licensed pharmaceutical laboratories for
maximum quality control.
The transaction was accomplished through arms-length negotiations between
American Absorbents' management and CCCX's management. There was no material
relationship between the stockholders of American Absorbents or any of American
Absorbents' affiliates, any of Centre's directors or officers, or any associate
of any such Centre director or officer, prior to this transaction.
American Absorbents' press release issued August 11, 2000 regarding the
consummation of the Acquisition is attached as an exhibit to this report and is
incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
Registrant is an eligible Small Business Issuer and elects to make required
disclosures pursuant to Regulation S-B and prepare financial statements in
accordance with Item 310 of Regulation S-B.
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(a) Financial Statements of Businesses Acquired
It is impractical to provide the required financial statements at the
time this report is being filed. The required financial statements
will be filed as an amendment to this report on Form 8-K/A as soon as
practicable but not later than 60 days after the date this report must
be filed.
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial
information at the time this report is being filed. The required pro
forma financial information will be filed as an amendment to this
report on Form 8-K/A as soon as practicable but not later than 60 days
after the date this report must be filed.
(c) Exhibits
2.1 Agreement and Plan of Reorganization ("Agreement") executed
August 9, 2000.
99.1 Press Release issued August 11, 2000 announcing the execution
of the Agreement.
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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 hereunto duly authorized.
American Absorbents Natural Products, Inc.
Dated: BY: /s/
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Robert L. Bitterli, CEO
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American Absorbents Natural Products, Inc.
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Reorganization ("Agreement")
executed August 9, 2000.
99.1 Press Release issued August 11, 2000 announcing the
execution of the Agreement.
(1) To be filed by amendment.
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