MOONLIGHT INTERNATIONAL CORP
8-K, 1996-09-26
COMMERCIAL PRINTING
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<PAGE>   1
                       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)        August 27, 1996

                          Moonlight International Corp.
               (Exact name of registrant as specified in charter)


  Delaware                        0-26070                     13-37419760
(State or Other                 (Commission                  (IRS Employer
Jurisdiction of                  File Number)                 Identification
Incorporation)                                                   Number)

One Evertrust Plaza, Jersey City, New Jersey                     07302
(Address of principal executive offices)                       (Zip code)


Registrant's telephone number, including area code       718-646-4175

c/o Gary B. Wolff, P.C., 747 Third Avenue, New York, New York         10017
          (Former name or former address, if changed since last report)


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<PAGE>   2
ITEM 5.     OTHER EVENTS.

         Registrant issued the attached press releases on August 27, 1996 and
September 17, 1996.


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits.

                  99.1  Press release dated August 27, 1996

                  99.2  Press release dated September 17, 1996


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<PAGE>   3
                                   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.

                                             MOONLIGHT INTERNATIONAL CORP.


                                                     /s/  Leon Golden
                                             By
                                                -------------------------------
                                                   Leon Golden, Secretary



Dated:  September 18, 1996




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<PAGE>   4
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
No.               Description                                          Page
- ---               -----------                                          ----
<S>               <C>                                                   <C>
99.1              Press Release dated August 27, 1996                   4-5

99.2              Press Release dated September 17, 1996                 6
</TABLE>


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<PAGE>   1
        MOOONLIGHT CONCLUDES A MAJOR DISTRIBUTION PACT WITH CARBA HOLDING

Moonlight International Corp. (OTC BB: LYTE) announced today that its
wholly-owned Swiss subsidiary, Moonlight Holding AG, has entered into an
exclusive distributorship agreement with a leading German carbon gas and helium
producer, Carba Holding AG, to market proprietary helium-filled lighting
balloons and operating accessories developed by Moonlight. Under the terms of
the agreement, Carba will provide customers with special helium-filled cylinders
and subsequently assure their proper replacement, while Moonlight will be
responsible for the manufacture and assembly of all other system components: the
balloons themselves, spring regulated telescopic supports, halogen or hark lamps
and hand-held control units. The agreement is considered effective starting July
1st, 1996 and has a five year term with an option of further extension.

Carba Holdings earlier made a strategic $2.5 million investment into Moonlight
and assisted it in the product development process. Carba, itself a 30%-owned
subsidiary of Air Liquid, one of the largest French industrial conglomerates and
one of the five world largest helium producers, provides to Moonlight a highly
beneficial link with helium production. This not only allows Moonlight to offer
its customers superior product maintenance, but also enables it to add bottle
resellers as an integral part of its distribution network. "We are very happy to
have Carba Holdings as our strategic partner in the European region" said Mr. A.
Anderhub, the president of Moonlight Holding, AG. "We view this agreement as a
clear sign of credibility of our unique technology and are confident that the
industrial and marketing power of Carba will be very instrumental in large-scale
international commercialization of our proprietary products, a paramount task
Moonlight is currently facing".

Carba will purchase the products from Moonlight at a pre-determined and agreed
upon price and resell them on its own account, setting the retail price levels
at its own discretion. The exclusivity terms presuming minimum sales volume of
600 units in the first 18 months with at least 20% annual growth thereafter -
cover the territories of Switzerland and Liechtenstein (with possible extension
to other regions down the road) and include the full responsibility of Carba for
promotional and advertising activity in these territories, in which Carba
committed to allocate not less than 1.5% of revenues generated from the sale of
this minimal yearly quantity. Carba is also obligated to take upon itself all
duties connected with the guarantee for defective products and organize for this
purpose a network of after-sale service on the above mentioned territories, thus
effectively exonerating Moonlight from any direct responsibility towards
customers.

Moonlight will provide Carba with some promotional material, demonstration units
and may offer certain discounts (of approximately 2%) in consideration for the
after-sale servicing of its products. Moonlight will also assume the costs
related to inspections and homologations and will undertake all necessary
measures to eventually obtain the adequate ISO certificate. At the same time,
Moonlight is entitled to receive a 5% royalty for all helium sold by Carba to
the balloon's purchasers. Mr. Anderhub said: "Given the huge volume of potential
helium replacement orders, these royalties are likely to generate a substantial
additional revenue stream for the company, comparable with equipment sales
themselves".

Moonlight balloons, with diameters between 1.5 and 4 meters, are capable of
floating above the ground by their proper lifting power, and provide an enormous
shadow-free, non-dazzling luminosity with an extremely low energy consumption.
They have a very quick employability (1-5 minutes) and unusually compact
packaging. Having these exceptional characteristics and a number of unique
features - the result of extensive 4-year R&D on which over $8 million was spent
by Moonlight - these balloons 

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<PAGE>   2
have numerous potentials of utilization with the overall worldwide market
estimated at over $500 million. As an exclusive distributor, Carba will market
these products in Switzerland and Liechtenstein to a vast array of customers,
including government or quasi-government institutions, private companies and
international organizations which carry out large- or small-scale night
operations, such as search and rescue, disaster relief, road and industrial
construction, police surveillance and accident site lighting, etc. At the same
time, the exclusivity granted by Moonlight to Carba does not cover another major
area of the balloon's application, namely their use as a promotional tool. Under
the terms of the agreement, Moonlight retains all the rights to sell or lease
its products, on its own or through third party agents, to any customers wishing
to use them for publicity, advertising, and sales promotions, as well as to the
movie industry.

Moonlight has already filed applications to patent its products in 57 countries
and has registered the trademark "Moonlight" on the territory of 19 nations.
Under the terms of the agreement with Carba, all Moonlight's rights on the
invention patent, on filing of patents and on the know-how pertaining to its
products will remain its own exclusive property, and Carba is restricted from
filing competing patents and registering similar trademarks.

Moonlight International Corp., operating through its wholly-owned Swiss
subsidiary, Moonlight Holding AG, has developed and is currently commercializing
a line of unique helium-filled lighting balloons providing enormous shadow-free,
non-dazzling luminosity with an extremely low energy consumption.

For more information contact Oleg Batratchenko at Fifth Avenue Research and
Advisory Group, Inc. at (212) 681-7007


                                       5

<PAGE>   1
                          MOONLIGHT INTERNATIONAL CORP.



                                          contact:         Leon Golden
                                                           Secretary
                                                           718-646-4175


FOR IMMEDIATE RELEASE:


MOONLIGHT INTERNATIONAL CORP:  RECEIVES LICENSING FEE

         Jersey City, NJ - September 17, 1996 - Moonlight International Corp.
(Electronic Over- the-Counter Bulletin Board - LYTE) in its on-going efforts to
commercialize a line of unique helium-filled lighting balloons providing
enormous shadow-free, non-dazzling luminosity with an extremely low energy
consumption has entered into a License Agreement with Golf Lite, Inc. ("Golf"),
whereby Golf has obtained an exclusive field-of-use license to utilize certain
proprietary information, including patent rights throughout the term of such
Agreement with such use being expressly limited to exclusive worldwide license
to sell the LYTE helium balloons/source products to golf courses only. In
exchange therefore LYTE is to receive the sum of $1,000,000 as a non-refundable
one time licensing fee and an initial $100,000 payment was received by LYTE on
September 13, 1996 with the balance of $900,000 being due and payable, pursuant
to promissory note, on or before April 30, 1998. Amongst other related matters,
the License Agreement provides for LYTE to receive an on-going 15% royalty fee
on gross revenues of LYTE sales made by Golf throughout the term of the
Agreement and certain additional payments based upon gross income derived from
any and all revenues received as a result of installation of LYTE products by
Golf including any and all publicity, endorsement and/or contracts which may
generate revenues as a result of such installation.

         LYTE, in accordance with License Agreements entered into in October -
November 1995, acquired certain exclusive field-of-use worldwide rights to
utilize certain proprietary information including patent rights and technical
know how relating to lighting of primarily outdoor facilities utilizing
inflatable balloons and related paraphernalia.


                                        6

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