U.S. 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: September 19, 1996
SDT HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation)
0-24590 84-1275559
(Commission File No.) (IRS Employer
Identification No.)
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 671-8920
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Item 2. Acquisition and Disposition of Assets.
Effective September 19, 1996, SDT Holding Corporation (the
"Company") entered into a letter of intent with European Business
Group Plc. ("EBG"), a privately held English corporation, whereby
the Company has agreed in principle to acquire all of the issued
and outstanding shares of EBG, in exchange for issuance by the
Company of previously unissued "restricted" common stock. EBG is
a holding company for eight wholly owned subsidiary companies which
are primarily engaged in two lines of business, including
Containerleasing and Information Boards. In its business of
containerleasing, EBG enters into leasing arrangements with
container owners, then leases these on a hire purchase basis to its
clients. This business is carried out by EBG's wholly owned
subsidiary company, Lupa Marine (UK), Limited. Information Boards
are usually described as the City Information Board Concept. EBG
owns the rights and the know-how to erect billboards with a
combination of city maps and advertising in a number of states in
the USA and for various territories in Europe. Specific areas,
such as individual states in the US or designated areas/boroughs in
the UK are sold to investors on a license payment basis.
In addition, EBG is actively seeking to invest in financial
businesses in the UK and expect to expand their activities in this
direction in the near future.
The relevant terms of the proposed transaction require the
Company to (i) undertake a "forward split" of its common stock,
whereby 8 shares of common stock will be issued in exchange for one
share of common stock; (ii) issue to the EBG shareholders an
aggregate of 18,000,000 "restricted" common shares (post split),
representing approximately 86.6% of the Company's then outstanding
common stock, in exchange for all of the issued and outstanding
shares of EBG.
The proposed share exchange is subject to satisfaction of
certain conditions, including completion of due diligence
activities, the approval of the transaction by all of the EBG
shareholders and confirmation of the financial condition of EBG by
presentation of EBG audited financial statements. The proposed
transaction is expected to close immediately after these conditions
have been satisfied. When the proposed transaction with EBG is
consummated, the present officers and directors of the Company are
expected to resign their respective positions with the Company, to
be replaced by the present management of EBG, or their designees.
A copy of the letter of intent between the Company and EBG is
attached hereto as Exhibit 2.0 and incorporated herein as if set
forth.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
2.0 Letter of Intent between the Company and European
Business Group Plc.
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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.
SDT HOLDING CORPORATION
By:/s/ Andrew I. Telsey
Andrew I. Telsey,
President
Dated: September 24, 1996
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SDT HOLDING CORPORATION
EXHIBIT 2.0
LETTER OF INTENT BETWEEN
THE COMPANY AND
EUROPEAN BUSINESS GROUP PLC.
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SDT HOLDING CORPORATION
2851 S. Parker Road, Suite 720
Aurora, Colorado 80014
September 3, 1996
Board of Directors
European Business Group, Plc.
1 Stoke Road
Guildford
Surrey GU1 4HW
England
Attention: Carsten Iverson, Chief Executive Officer
Re: Plan of Reorganization Between SDT Holding Corporation
and European Business Group, Plc.
Dear Mr. Iverson:
This letter is intended to express the general terms of the Plan of
Reorganization to be formalized between SDT Holding Corporation, a
Colorado corporation ("SDT") and European Business Group, Plc.., a
British corporation ("EBG"). The objective of our discussions has
been the execution and consummation of applicable, formal
Agreement(s) between SDT and EBG (the "Exchange Agreements") which,
among other things, would provide for the various matters set forth
below.
1. Plan of Reorganization and Reorganization of the Companies.
The board of directors of SDT and EBG have completed an initial
evaluation of the business plan, financial statements and other
relevant corporate documents of the other and have concluded that
a reorganization of EBG and SDT, whereby SDT would issue shares of
its Common Stock equal to ownership of approximately 86.6% of its
outstanding shares in exchange for 100% of the then outstanding
securities of EBG would be in the best interest of both companies.
It is the intent of the parties hereto that the proposed
reorganization of EBG and SDT be effected as a tax-free exchange
pursuant to Section 368 of the Internal Revenue Code of 1986, as
amended.
2. Terms of Reorganization.
(A) SDT Capitalization. SDT's total authorized capital
stock consists of 100,000,000 shares of Common Stock, no par value
per share and 2,000,000 shares of Preferred Stock, no par value per
share. As of the date hereof there are 500,000 Common Shares of
SDT issued and outstanding. There are no Preferred Shares issued
or outstanding.
Prior to the Closing Date, as defined hereinbelow, the Board of
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Mr. Carsten Iverson
September 3, 1996
Page 2
Directors of SDT shall undertake a forward split of the SDT issued
and outstanding Common Stock, whereby 8 shares of Common Stock
shall be issued in exchange for each share of Common Stock
presently issued and outstanding, in order to establish the number
of issued and outstanding Common Shares of SDT at the Closing Date
to be 4,000,000 shares.
(B) EBG Capitalization. EBG's total authorized capital
consists of 70,000,000 Common Shares, par value 1 Pound per share. As
of the date of this letter agreement, there are 59,060,000 shares
of EBG's Common Stock issued and outstanding.
(C) Special Board and Shareholder Meetings.
(i) Prior to Closing, the Board of Directors of EBG will,
if required or deemed advisable by EBG, call a special
meeting of the EBG Shareholders for the purposes of
ratifying the transaction proposed herein and shall take all
additional action necessary to cause the intent of this
letter to be unanimously adopted and ratified.
(ii) Prior to Closing, the Board of Directors of SDT shall
approve and ratify the terms of the transaction proposed
herein and take all action necessary to effectuate the
proposed transaction.
(E) Share Exchange. Subject to the approval of the terms
and conditions contained herein by the SDT Board of Directors and
EBG shareholders on or before October 15, 1996 (the "Closing" or
the "Closing Date"), EBG shall consummate a reorganization with SDT
by the EBG shareholders exchanging all of the issued and
outstanding EBG Stock owned by them for an aggregate of 18,000,000
"restricted" Common Shares of SDT (post split), with SDT emerging
as the parent company and EBG as a wholly owned subsidiary thereof.
"restricted" Common Shares of SDT (post forward split), with SDT
emerging as the parent company and EBG as a wholly owned subsidiary
thereof.
(F) Officers and Directors. At Closing, the present
officers and directors of SDT shall deliver to EBG their respective
letters of resignation, along with certified minutes of the SDT
Board of Directors accepting such resignation and appointing to the
SDT Board those persons designated by EBG to be officers and
directors of the surviving entity herein.
3. Financial Condition of SDT. Except as provided herein, as
of the Closing Date, SDT balance sheet will reflect no assets or
liabilities.
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Mr. Carsten Iverson
September 3, 1996
Page 3
4. Financial Condition of EBG. EBG hereby represents and
warrants that its unaudited balance sheet dated August 31, 1996
reflects, in US Dollars, total assets of $437,626,948, net assets
of $108,082,601 and net profits for its most recent fiscal year of
$19,230,066. All of the aforesaid figures are based upon a
conversion rate of 1.5047 Sterling to 1 US Dollar. EBG further
represents and warrants that no negative material changes to its
financial statements have occurred since the end of its last fiscal
year.
5. Conditions to Closing.
(A) Closing. The Closing of the transaction herein shall
take place on or before October 15, 1996, or such other date as the
parties hereto may so agree in the future, but as soon as practical
after the following conditions, in addition to other customary
conditions, have been satisfied: (i) SDT's Board of Directors has
approved the transaction; (ii) the reorganization has been approved
by EBG's shareholders in accordance with the laws of England and
Wales, if the same is so required by operation of law in the sole
opinion of legal counsel to EBG. Failure to cause this agreement
to close within the time parameters established herein shall result
in the termination of this agreement.
The Closing shall take place in Aurora, Colorado at the offices of
legal counsel for SDT, Andrew I. Telsey, P.C., 2851 S. Parker Road,
Suite 720, Aurora, Colorado 80014, or such other location as the
parties may so agree. At the discretion of the parties hereto,
Closing may also occur via telephonic means.
(B) To Be Provided by EBG. As soon as possible, but in no
event later than the Closing Date, in addition to those items which
may be required to be delivered pursuant to the terms of the
applicable Exchange Agreements, EBG shall provide to the present
Board of Directors of SDT the following:
i) a financial audit of its books as of the end of its last
fiscal year and unaudited financial statements for those
interim periods required to be provided the SEC under
Regulation SB or SK, as applicable and as promulgated under
the Securities Act of 1933, as amended which shall be
prepared in accordance with Generally Accepted Accounting
Principles. The audited financial statements shall be
provided by an independent, SEC Certified Public Accountant
and such audit shall demonstrate balance sheet information
consistent with the financial information provided to SDT
by EBG prior to Closing; and
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Mr. Carsten Iverson
September 3, 1996
Page 4
ii) an investment letter in a form acceptable to counsel to
SDT, duly executed by each EBG shareholder, acknowledging
that each such shareholder is exchanging their respective
securities of EBG for their pro rata applicable number of
SDT Common Shares, that such shares to be acquired by each
EBG shareholder are solely for their account and for
investment and they have no plan, intention, contract,
understanding, agreement or arrangement with any person to
sell, assign, pledge, hypothecate or otherwise transfer to
any person such shares, or any portion thereof.
(C) Non-Delivery. Failure by EBG to provide those items
described hereinabove, or failure of said audit to confirm the
financial condition of EBG as previously represented herein, shall
render this proposed transaction voidable at the discretion of the
present Board of Directors of SDT.
(D) Representations of SDT. SDT hereby represents that, as
of the Closing Date, it shall be current in all filings required to
be tendered to the Securities and Exchange Commission ("SEC")
pursuant to the Securities Exchange Act of 1934, as amended,
including but not limited to, filings on Forms 8-K, 10-K, 10-KSB,
10-Q and/or 10-QSB.
(E) Private Sale of SDT Common Stock. Subsequent to
Closing, some of the current inside shareholders of SDT may sell
some or all of their SDT Common Shares owned by them, subject to
the exemptions, restrictions, terms and limitations applicable to
such sales under state and federal securities laws. No sales of
any of the issued and outstanding securities of SDT shall be made
prior to Closing.
6. Default. Assuming the execution of a definitive
reorganization agreement by SDT and EBG, in the event EBG fails to
perform pursuant to Paragraph 5(B), above, or Paragraph 8, below,
or otherwise close the transaction without the fault of SDT, EBG
shall be responsible for payment of all reasonable costs incurred
by SDT, including but not limited to attorneys fees, due diligence
costs, costs related to proxy solicitation and such other costs as
may be incurred directly relating to this proposed transaction,
totalling $75,000. EBG shall be responsible for payment of its own
legal, accounting and any other out-of-pocket expenses reasonably
incurred in connection with this transaction, whether or not this
transaction is consummated.
7. Confidentiality. Upon the signing of this Letter of Intent,
SDT and EBG will provide to each other full access to their books
and records and will furnish financial and operating data and such
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Mr. Carsten Iverson
September 3, 1996
Page 5
other information with respect to their business and assets as may
reasonably be requested from time to time. If the proposed
transaction is not consummated, all parties shall keep confidential
any information (unless ascertainable from public filings or
published information), obtained concerning the other's operations,
assets and business.
8. Retainer of Counsel. The principals of the parties hereto
will assign the SEC counsel who is responsible for the preparation
of all required/desired SEC filings. As a material condition
hereto, upon execution hereof by EBG, EBG shall cause to be
tendered a non-refundable fee of $25,000, payable in two
installments, the first installment upon execution of this letter
and the balance upon Closing, as defined herein, or alternatively,
one payment of $20,000, due upon execution hereof, to counsel to
SDT, herein referenced, in order to allow such counsel to commence
preparation of all SEC filings and other related documentation
necessary to allow SDT to comply with the rules and regulations
necessary to consummate the transaction proposed herein.
9. Finders Fees. It is hereby acknowledged that each party
hereto may be responsible for payment of certain finders fees
relating to the transaction proposed herein and that as a further
condition to Closing, as defined herein, each party shall warrant
in such Closing documents that such finders fees have been, or will
be, paid and further, shall indemnify and hold harmless the other
party from such obligation.
10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
11. Jurisdiction. It is the intention of the parties that the
laws of the State of Colorado govern the determination of the
validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties.
12. Notices. Any notice relevant herein shall be deemed to have
been sufficiently served for all purposes if delivered personally
to the party to whom the same is directed, or, if sent, by deposit
with the United States mail, certified mail, return receipt
requested postage prepaid, at such party's address listed
hereinabove, or to such other address as shall be furnished in
writing by any party to the other. any such notice shall be deemed
to be given three (3) days after deposited in the U.S. mail.
13. Further Action. Each party shall execute and deliver such
papers, documents and instruments, and perform such acts as are
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Mr. Carsten Iverson
September 3, 1996
Page 6
necessary or appropriate to implement the terms hereof and the
intent of the parties hereto.
14. Amendments. This Agreement may only be amended by the
mutual consent of all the parties hereto which Amendment shall be
in writing, duly executed by the parties.
Except for the agreements set forth in Paragraphs 6, 7 and 8
hereof, this letter is not intended as a contract or to create any
enforceable rights or obligations whatsoever on the part of either
party. No obligations on the part of either party with respect to
the matters covered hereby (other than as set forth in Paragraphs
6, 7 and 8 hereof) shall exist unless and until a written
agreement, satisfactory in form and substance to both parties, has
been approved by their respective boards of directors and
shareholders, if necessary and executed by officers specifically
authorized to do so.
If the foregoing accurately reflects your understanding of the
terms and conditions of our agreement please so indicate by signing
below as designated.
Yours truly,
SDT HOLDING CORPORATION
By: s/Andrew I. Telsey
Andrew I. Telsey, President
APPROVED AND ACCEPTED this 19th day of September, 1996.
EUROPEAN BUSINESS GROUP, PLC.
By: s/Carsten Iverson
Carsten Iverson, Chief Executive Officer
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