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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): July 28, 2000
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.)
6 Rue Charles-Bonnet, 1206 Geneva, Switzerland
(Address of principal executive offices, including postal code)
(41 22) 818-2999
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously disclosed, ICHOR Corporation ("ICHOR") 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 ICHOR and the former
majority holders (the "Vendors") of the shares (the "Shares") of common
stock of Nazca. Nazca, through a subsidiary, is in the business of the
exploration for and development of groundwater resources in Chile.
In addition, as previously disclosed, in 1999 two of the Vendors purported
to exercise an option (the "Option") granted pursuant to the Purchase
Agreement to reacquire approximately 37.6% of the Shares. ICHOR believed
the attempted exercise to be invalid, as the conditions to be met prior to
exercise were not satisfied. A dispute arose between the two Vendors
purporting to exercise the Option and ICHOR as to the validity of the
exercise of the Option.
In order to settle the dispute relating to the purported exercise of the
Option, effective July 28, 2000, ICHOR completed an agreement with one of
the Vendors to sell all of ICHOR's interest in the Shares of Nazca and
certain receivables due from Nazca to ICHOR (the "Receivables"), in
exchange for a promissory note from that Vendor in the amount of $600,000
which accrues interest at the rate of 5% per annum and is due on June 30,
2001. ICHOR also obtained a release from, and granted a release to, Nazca
and the Vendors with respect to any claims arising out of or connected
with Nazca. The consideration payable for the Shares and the Receivables
is the result of a negotiated settlement of a disputed claim. ICHOR has
no further interest in Nazca.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit Number Description
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2.6 Agreement between ICHOR Corporation and Maarten Reidel
dated for reference May 15, 2000.
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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/ Michael J. Smith
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Michael J. Smith
Secretary
Date: August 9, 2000
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ICHOR CORPORATION
FORM 8-K/A
EXHIBIT INDEX
Exhibit Number Description
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2.6 Agreement between ICHOR Corporation and Maarten Reidel
dated for reference May 15, 2000.
