SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 12 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 4, 1997
WILD WINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 33-89714 84-1120614
(State or Other (Commission File Number) (Employer
Jurisdiction) Identification
Number)
899 South Artistic Circle, Springville, UT 84663
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (801) 491-4066
Page 1 of 3 consecutively numbered pages.
ITEM 1. CHANGE IN CONTROL
On March 4, 1997 Wild Wings, Inc., (the "Company") entered into a
letter of intent with Mid-Ag, L.C. (to be reorganized as Red Oak Farms,
Inc.) to acquire all of the issued and outstanding stock of Red Oak
Farms, Inc. from the shareholders of Red Oak Farms, Inc. in exchange for
10,000,000 shares of the $.001 par value common stock of the Company.
This transaction is intended to qualify as a tax-free reorganization
under Section 368 of the Internal Revenue Code such that the shares of
the Company received by the shareholders of Red Oak Farms, Inc. will be
received on a tax-free basis. The shares to be issued by the Company
will be restricted securities as defined in Rule 144 under the
Securities Act of 1933, and an appropriate legend will be placed on the
certificates representing such shares. At the date of closing this
transaction, there will be 10,960,000 shares outstanding.
The closing of this transaction is subject to the following
conditions:
1. On or before the closing date, Wild Wings, Inc. will provide
audited financial statements as of December 31, 1996 with a
current interim statement showing $0 liabilities and $0 assets as
of the Closing Date.
2. Wild Wings, Inc. shall be in good standing as a corporation of the
State of Nevada and shall not be in violation of any Federal or
State securities or other laws governing it.
3. Wild Wings, Inc. will be current in all of its filing requirements
as to all tax, securities or other reports required under laws to
which it is subject, and shall deliver copies of these reports to
Mid-Ag, L.C. along with copies of its past and current audited
financial statements.
4. Red Oak Farms, Inc. shall be in good standing as a corporation
incorporated under the laws of the State of Iowa and shall be duly
qualified to do business as a foreign corporation in those
jurisdictions which require such qualification. Red Oak Farms,
Inc. shall be free from any material pending or threatened
litigation, claims, or contingent liabilities.
5. Mid-Ag, L.C. and Red Oak Farms, Inc. shall be current and in good
standing with respect to all material contracts to which it is a
party, unless disclosed and accepted by the board of directors of
Wild Wings, Inc.
6. Mid-Ag, L.C. agrees that it will engage a financial public
relations firm by the closing date of this transaction who is
mutually satisfactory to Mid-Ag, L.C. and the now existing board
of directors of Wild Wings, Inc. Such firm, or an acceptable
substitute firm, shall be continuously engaged for a minimum of
eighteen (18) months. Two million shares of Red Oak Farms, Inc.
owned by the current shareholders of Mid-Ag, L.C. will be placed
in escrow at closing and released once this provision has been
fulfilled.
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7. Mid-Ag, L.C. agrees that it will engage a management consulting
firm by the closing date of this transaction who is mutually
satisfactory to Mid-Ag, L.C. and the now existing board of
directors of the Wild Wings, Inc. The management consulting firm
will assist the management in evaluating and revising their
current business plan and assisting management in the development
of a marketing and financing plan.
8. Mid-Ag, L.C. agrees that it will have a minimum of two year
binding contract with a packing plant to slaughter Mid-Ag, L.C.
cattle that is mutually satisfactory to Mid-Ag, L.C. and the now
existing board of directors of Wild Wings, Inc.
9. Mid-Ag, L.C. agrees that it will have a binding contract with the
American Hereford Association for the exclusive right to produce
and market "Certified Hereford Beef" that is mutually satisfactory
to Mid-Ag, L.C. and the board of directors of Wild Wings, Inc.
10. Mid-Ag, L.C. agrees that at the time of closing the Red Oak Farms,
Inc. will have entered into a binding agreement to acquire 100% of
the outstanding shares of Midland Cattle Company.
11. Mid-Ag, L.C. agrees to hire additional management to serve in
senior management levels. Specifically, the Company will hire
management with senior level experience in marketing and
promotion. Such management will be hired within a reasonable time
period after closing not to exceed 120 days from the date of
closing.
12. Upon the execution of the Letter of Intent by both parties,
counsel for Wild Wings, Inc. and Mid-Ag, L.C. will prepare an
Exchange Agreement, which shall contain provision in accord with
this letter together with such further appropriate terms and
conditions as legal counsel and the parties may mutally determine.
The Exchange Agreement shall be subject to the approval of the
repsective shareholders and boards of directors of the Wild Wings,
Inc. and Mid-Ag, L.C.
/s/ Brenda M. Hall, President
Wild Wings, Inc.
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