UNITED STATES
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 (Date of earliest event reported) April 24, 1996
IDM CORPORATION
(Exact Name of Registrant as Specified in Charter)
California
(State or Other Jurisdiction of Incorporation)
0-25028 95-2645898
(Commission File Number) (I.R.S. Employer Identification No.)
One World Trade Center, Suite 1000, Long Beach, California 90831-1000
(Address of principal executive offices) (Zip Code)
(310) 498-0141
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address,
if Changed Since Last Report)
Item 1. Change in Control of Registrant
The Company has issued Four Million Six Thousand Eight Hundred
Fifty-Nine (4,006,859) shares (the "Shares") of its Common Stock (the "Common
Stock"), constituting approximately forty seven and one half percent (47.5%) of
its outstanding Common Stock, for a cash purchase price of Five Hundred Fifty
Thousand Dollars ($550,000) to S-P Properties, Inc. ("S-P"), a California
corporation and wholly owned subsidiary of TCP, Inc. ("TCP"), a California
corporation and wholly owned subsidiary of Bancor Real Estate Company, Inc.
("Bancor"), a Texas corporation and wholly owned subsidiary of CGS Real Estate
Company, Inc. ("CGS"), a California corporation. The acquisition funds were
borrowed by S-P through separate loans made through each of the above described
controlling corporations.
In connection with the acquisition by S-P, all of the directors and
officers of the Company and its subsidiaries have resigned from their respective
director and officer positions with the Company and each subsidiary, except
Morris S. Cohen, who continues to be a director and the Chief Executive Officer,
President and Chief Financial Officer of the Company and each subsidiary.
William J. Carden and Thomas E. Willingham have each been appointed by Morris S.
Cohen in his capacity as the sole remaining director to fill two (2) of the six
(6) vacancies on the Company's board of directors which were created by such
resignations.
Item 2.
As part of the acquisition of the Shares, S-P has also acquired an
option to purchase from IDM Participating Income Company - II, a California
limited partnership controlled by the Company ("PIC-II"), a participating note
(the "Note") issued in the original principal amount of Thirteen Million Dollars
($13,000,000) to PIC-II by IDM Apartments Corporation, a wholly owned subsidiary
of the Company. The Note has been the subject of various bankruptcy proceedings.
The option is exercisable for a period commencing April 24, 1996 and ending
December 31, 1997, for an exercise price equal to Three Hundred Thousand Dollars
($300,000), plus an unsecured five percent (5%) interest in the proceeds of the
Note after S-P has received a Twenty-Five percent (25%) internal rate of return
on its investment in the Note.
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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.
IDM CORPORATION
(Registrant)
/s/ MORRIS S. COHEN
Morris S. Cohen
Chief Executive Officer and President
Date: May 3, 1996
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