FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 21, 1997
SURE SHOT INTERNATIONAL, INC
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(Exact name of registrant as specified in its charter)
FLORIDA 1-3344 65-0352254
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(State of incorporation (Commission File Number) (I.R.S. Employer
or other jurisdiction) Identification
Number)
405 Cogshall Street, Holly, Michigan 48442
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(Address of principal executive offices)
Registrant's telephone number, including area code: (810) 634-6621
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Item 5. OTHER EVENTS
Execution of letter of Intent with Isiah Thomas
On February 21, 1997 the Company entered into a Letter of Intent with
Isiah Thomas whereby, subject to the terms and conditions set forth therein,
an entity to be formed and controlled by him ("ITP") would invest $1,500,000
in cash in the Company to purchase from the Company 4,500,000 shares of
common stock (or voting convertible preferred stock convertible into
4,500,000 shares of the Company's common stock) and common stock purchase
warrants that would enable ITP to purchase up to 1,000,000 additional shares
of common stock at an exercise price equal to the lower of the closing bid
price on February 20, 1997 or the bid price on the date the transaction is
closed. If the proposed transaction with ITP is completed, the 4,500,000
shares to be issued to ITP would represent approximately 55% of the shares of
common stock that would then be outstanding, which would result in ITP
obtaining control of the Company.
The investment by ITP is subject to several contingencies including:
(1) the satisfactory completion of due diligence by ITP; (2) the lack of any
material adverse changes in the financial condition, assets, liabilities,
business or prospects of the Company; (3) the negotiation and execution of a
definitive subscription agreement outlining the terms and conditions pursuant
to which ITP will make its investment in the Company; and (4) the negotiation
and execution of an agreement, on terms reasonably satisfactory to ITP, with
the Company's secured lenders regarding the Company's existing indebtedness.
As more fully described below, the ability of the Company or ITP to
enter into an agreement, on terms reasonably satisfactory to ITP, with the
Company's secured lenders regarding the Company's existing indebtedness
appears doubtful at this time.
Status of Bank Loans
As previously announced, because the Company had become past due on
certain loan payments and because of the shortfall in collateral securing the
Company's indebtedness to its primary secured lender, NBD Bank, NBD had
notified the Company of its intentions to review its continued involvement
with the Company, if any. As a result of the Company's continuing
deterioration in its financial condition and in the collateral base securing
its loans from NBD, NBD had ceased providing any additional funds to the
Company. Subsequently, NBD has requested the Company to present an acceptable
business plan addressing the repayment of indebtedness owed to NBD or,
alternatively, the orderly sale or liquidation of the Company's assets
pledged as collateral to NBD.
NBD has recently advised the Company that the Company has not
submitted a feasible and satisfactory business plan or orderly liquidation
budget and that there has
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been a significant erosion of the collateral base. Accordingly, NBD has
advised the Company that NBD does not consider any further forbearance from
the exercise of remedies to be appropriate. In the event that NBD and the
Company fails to reach a definitive agreement by March 7, 1997 pertaining to
a revised business plan, orderly liquidation plan or other form of
transaction addressing repayment of NBD's indebtedness, in any case
satisfactory to NBD in its own discretion, NBD may exercise any and all
rights and remedies available to it under its loan documents or otherwise,
including, without limitation acceleration of all amounts owed to NBD, the
imposition of default interest, fees and other collection costs, and the
enforcement of any security for the indebtedness owed to NBD.
NBD had received and reviewed a copy of the February 21, 1997
proposal submitted by ITP and told the Company that the due diligence
contingency and time schedule expressed in that proposal and the fact that
that proposal is nonspecific as to the proposed treatment with respect to
repayment of obligations owed to NBD were not satisfactory to NBD. NBD
indicated that although it is willing to consider ITP's proposal as pertained
to the Company's ability to repay the indebtedness owed to NBD, those issues
must be addressed and resolved immediately.
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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.
SURE SHOT INTERNATIONAL, INC.
Dated: March 5, 1997 By: HAROLD BACHMANN
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Harold Bachmann, President
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