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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 1998
ICHOR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State of Incorporation)
000-25132 25-1741849
(Commission File Number) (I.R.S. Employer Identification No.)
Suite 1250, 400 Burrard Street, Vancouver, British Columbia V6C 3A6
(Address of principal executive offices, including postal code)
(604) 683-5767
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
As previously disclosed, ICHOR Corporation (the "Corporation") acquired
approximately 87% of the issued and outstanding shares of common stock of
Nazca Holdings Ltd. ("Nazca") effective June 30, 1999, pursuant to a purchase
agreement (the "Purchase Agreement") among the Corporation and certain holders
of the shares (the "Shares") of common stock of Nazca (the "Vendors"). Under
the Purchase Agreement, the Vendors were provided with a one-year option (the
"Vendor's Option") to repurchase from the Corporation approximately 90% of the
Shares so transferred on a pro rata basis subject to meeting certain
conditions.
On November 12, 1999, Maarten Reidel surrendered his Vendor's Option to the
Corporation and confirmed that the Vendor's Option is of no further force or
effect as it relates to his interests. Mr. Reidel previously held
approximately 44% of the Shares of Nazca.
On November 15, 1999, the Corporation purchased indebtedness of Nazca in the
amount of approximately $296,900 from a third party creditor resulting in Nazca
being indebted to the Corporation as at such date in the sum of approximately
$451,900.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
- ------- -----------
2.4 Vendor's Option Letter dated November 12, 1999.
2.5 Assignment Agreement dated November 15, 1999 between ICHOR
Corporation and Dresden Papier Aktiengesellschaft.
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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.
ICHOR CORPORATION
By: /s/ Roy Zanatta
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Roy Zanatta
Secretary
Date: November 15, 1999
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ICHOR CORPORATION
FORM 8-K/A
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
2.4 Vendor's Option Letter dated November 12, 1999.
2.5 Assignment Agreement dated November 15, 1999 between ICHOR
Corporation and Dresden Papier Aktiengesellschaft.
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MAARTEN REIDEL
November 12, 1999
ICHOR Corporation
Suite 1250, 400 Burrard Street
Vancouver, British Columbia
V6C 3A6
Attention: President
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Facsimile No. (604) 683 3205
Dear Sirs:
Re: Vendors' Option
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In consideration of the sum of One ($1.00) Dollar and other good and valuable
consideration, the receipt of which is hereby acknowledged, I hereby surrender
my Vendor's Option as set out in paragraph 9 of the Majority Purchase Agreement
dated July 26, 1999 to reaquire the shares of the common stock of Nazca
Holdings Ltd. (the "Corporation") that I transferred to Ichor Corporation
(the "Shares") pursuant to the Majority Purchase Agreement. I confirm that
paragraph 9 of the Majority Purchase Agreement will have no further force or
effect with respect to the Shares but that the remaining terms of the
Majority Purchase Agreement shall remain in full force and effect.
Yours truly,
MAARTEN REIDEL
/s/ Maarten Reidel
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ASSIGNMENT OF INDEBTEDNESS
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THIS AGREEMENT made as of the 15th day of November, 1999.
BETWEEN:
ICHOR CORPORATION, a corporation organized under the laws
of the State of Delaware and having an office at Suite 1250, 400
Burrard Street, Vancouver, British Columbia, V6C 3A6
(hereinafter referred to as "ICHOR")
OF THE FIRST PART
DRESDEN PAPIER AKTIENGESELLSCHAFT, a corporation
formed under the laws of Germany and having an office at Pirnaer
Strabe 31 - 33, 01804 Heidenau, Germany
(hereinafter referred to as "DPAG")
OF THE SECOND PART
WHEREAS DPAG has loaned to Nazca Holdings Ltd. ("Nazca") funds in the amount
of 496,784.90 Deutsche Marks ("DM") (the "Debt"); and
AND WHEREAS DPAG wishes to assign all of its right, title and interest in the
Debt to ICHOR and ICHOR wishes to accept such assignment.
1. ASSIGNMENT OF DEBT. In consideration of the sum of DM 496,784.90, the
receipt of which is hereby acknowledged, DPAG hereby assigns, transfers and
sets over unto ICHOR all of DPAG's interest in the Debt, and ICHOR accepts
such assignment, including, without limitation, any and all amounts due and
owing thereunder or related thereto, all benefits due or accruing due or at
any time hereafter becoming due to DPAG thereunder or to be derived therefrom
and the benefit of all conditions, terms, covenants and agreements relating
thereto.
2. ENUREMENT. This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors and assigns.
3. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware and the applicable federal
laws of the United States of America and the parties hereto irrevocably attorn
to the exclusive jurisdiction of the laws of the United States of America.
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4. COUNTERPARTS/TRANSMISSION BY FACSIMILE. The parties hereto agree that
this Agreement may be executed in several counterparts and transmitted by
facsimile or such similar device and that such execution and the reproduction
of signatures by facsimile or such similar device will be treated as binding
as if the parties hereto had executed one original agreement, and each party
hereto undertakes to provide each and every other party hereto with a copy of
the Agreement bearing original signatures forthwith upon demand.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first above written.
DRESDEN PAPIER AKTIENGESELLSCHAFT
Per: /s/ Klause Keusch /s/ Thomas Weichold
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Authorized Signatory
ICHOR CORPORATION
Per: /s/ Roy Zanatta
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Authorized Signatory
