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 earliest event reported, November 3, 1999
Pacific Development Corporation
Colorado 000-26186 84-1209978
(State of Incorporation (Commission File Number) (IRS ID Number)
211 West Wall
Midland, Texas 79701
(Address of principal executive offices)
1-915-682-1761
(Registrant's telephone number, including area code)
7706 East Napa Place
Denver, Colorado 80237
(Former address, if changed since last report)
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Information to be included in the report
Item 1. Changes in Control of Registrant
Pursuant to a Stock Purchase Agreement dated October, 20, 1999 (the "Agreement")
by and among Glenn A. Little (the "Buyer") and Irwin Management Corporation, a
Colorado corporation; Irwin Krushansky, Milton Polland, Peter Polland and
Central Pacific Assurance, Ltd, a California corporation, (the "Sellers") the
Buyer acquired a total of 4,150,000 shares of Pacific Development Corporation
(the "Company'). The Sellers sold per the following:
Irwin Management Corporation 2,700,000
Irwin Krushansky 1,200,000
Milton Pollard 75,000
Peter Pollard 75,000
Central Pacific Development Corporation 100,000
The President of Irwin Management Corporation is Irwin Krushansky and the
President of Central Pacific Development Corporation is Milton Pollard.
These shares represented 60.5 percent of the total outstanding of the common
shares of the Company.
Pursuant to the Agreement the existing Board of Directors resigned and Messrs.
Glenn A. Little and Matthew Blair were appointed to the Board of Directors. In
addition, Glenn A. Little was elected to serve as the Chairman of the Board and
President, and Matthew Blair was elected to serve as Secretary and Treasurer.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 Stock Purchase Agreement dated October 20, 1999 by and between
Glenn A. Little as Buyer and certain Pacific Development
Corporation shareholders
Pursuant to the regulations of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized,
Pacific Development Corporation
Registrant
By: /s/ Glenn A. Little
- ------------------------
Glenn A. Little
President
AGREEMENT
Agreement made and entered into the 20th day of Octobar, 1999 by and among
Irwin Management Corporation, a Colorado corporation with offices as 7706 East
Napa Place, Denver, Colorado ("IMC") Irwin Krushansky, residing at 7706 East
Napa Place, Denver, Colorado ("Krushansky"), Milton Polland, residing at 10445
Wilshire Blvd. # 204, Los Angeles, CA 90024 ("Milton"), Peter Polland residing
at 10445 Wilshire Blvd #204, Los Angeles, CA 90024 ("Peter") and Central Pacific
Assurance, Ltd. a California corporation with offices at 10445 Wilshire Blvd. #
204, Los Angeles, CA 90024 ("Central") (all of the foregoing sometime
collectively referred to as "Sellers") and Glenn A Little, residing at 211 West
Wall, Midland Texas, 79701 ("Purchaser").
WHEREAS, Sellers are the record owners of 4,150,000 shares of Common
Stock of Pacific Development Corporation, a Colorado corporation (the "Company")
as follows: IMC 2,700,000 shares; Krushansky 1,200,000 shares; Milton 75,OOO
shares, Peter 75,000 shares and Central 100,000 shares, all of which shares
represent 60.5% of the issued and outstanding shares of the Company (the
"Shares"); and
WHEREAS, Sellers desire to sell the shares to Purchaser and Purchaser
desires to purchase the Shares from Sellers for an aggregate purchase price of
$106,250;
NOW, THEREFORE, in consideration of the terms and conditions herein set
forth, and other good and valuable consideration, receipt of which is hereby
acknowledged, it is agreed as follows:
1. IMC hereby agrees to sell, assign, transfer, set over and convey to
Purchaser 2,700,000 Shares of the Company's common stock, free and clear of all
claims, liens, charges or encumbrances and Purchaser hereby agrees to purchase
said Shares from IMC for an aggregate purchase price of $70,000.
2. Krushansky hereby agrees to sell, assign, transfer, set over and convey
to Purchaser 1,200,000 Shares of the Company's common stock, free and clear of
all claims, liens, charges or encumbrances and Purchaser hereby agrees to
purchase said shares from Krushansky for an aggregate purchase price of $30,000.
3. Milton hereby agrees to sell, assign, transfer, set over and convey to
Purchaser 75,000 Shares of the Company's common stock, free and clear of all
claims, liens, charges or encumbrances and Purchaser hereby agrees to purchase
said Shares from Milton for an aggregate purchase price of $1,875.
4. Peter hereby agrees to sell, assign, transfer, set over and convey to
Purchaser 75,000 Shares of the Company' a common stock, free and clear of all
claims, liens, charges or encumbrances and Purchaser hereby agrees to purchase
said Shares from Peter for an aggregate purchase price of $1,875.
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5. Central hereby agrees to sell, assign, transfer, set over and convey to
Purchaser 100,000 Shares of the Company's common stock, free and clear of all
claims, liens, charges or encumbrances and Purchaser hereby agrees to purchase
said Shares from Central for an aggregate purchase price of $2,500.
6. The aggregate purchase price of $106,250 will be paid to the Sellers as
follows: Upon execution of this Agreement IMC shall deliver certificates for its
shares with medallion guaranteed stock powers to Purchaser's attorney, Steven L.
Siskind to be held in escrow, and a $25,000 non-refundable deposit toward of the
purchase price will be paid to IMC via wire transfer as instructed by IMC. Also,
simultaneously upon execution of this Agreement, Sellers will deliver
resignations of the Company's officers and directors to Purchaser's attorney,
Steven L. Siskind, 645 Fifth Avenue, Suite 403, New York, NY 10022, to be held
in escrow pending the balance of payment of the purchase price to Sellers.
Purchaser shall wire transfer the balance of $81,250 to said attorney on or
before November 15, 1999, provided the shares and resignations have been
delivered and are being held in escrow, as set forth above. Purchaser's attorney
shall then deliver the balance of the purchase price to Sellers by wire transfer
or an directed by Sellers on or before November 15, 1999, and simultaneously
deliver the shares and resignations to Purchaser.
7. In the event the balance of the purchase price in not paid by November
15, 1999, the shares and resignations shall be returned to the respective
sellers and this Agreement shall be null and void.
8. Sellers hereby represent and warrant to Purchaser as follows:
(a) Sellers are the record holders and sole beneficial owners of the
said Shares, which Shares are free and clear of any claims,
liens, pledges, options, charges, security interest or
encumbrances of any nature whatsoever.
(b) The transfer of said shares to Purchaser will not be in violation
of any agreement of any kind, whatsoever, and Sellers have the
absolute and unconditional right to transfer or dispose of such
Shares.
(c) There are no consents, approvals or authorizations required by
Sellers in connection with the execution and delivery of this
Agreement and the sale of such Shares to Purchaser.
(d) The Company is duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has full
power and authority to conduct its business as presently
conducted and is qualified and in good
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standing under the laws of any jurisdiction where such
qualification in required, and has no subsidiaries or equity
interest in any other entity.
(e) The execution sad delivery of this Agreement and the consummation
of the transaction met forth herein dose not violate the
Certificate of Incorporation or the By-laws of the Company or any
law, regulation or other' restriction applicable to the Company
or conflict with or result in any breach of or cause a default in
any instrument, contract, license or other agreement to which
sellers or the Company are a party or to which any of the
Company's assets are subject.
9. Sellers warrant and represent to Purchaser that the Company is a clean
trading, reporting public company, and is current in all filings with the
securities and Exchange Commission. The Company has 100,000,000 shares of common
stock, par value $.001 per share authorized and as of the date hereof, 6,863,380
shares are issued and outstanding, held of record by approximately 331
shareholders.
10. Following the Closing of the purchase of the Shares hereunder,
Purchaser shall cause a reverse stock split an the basis of 100 shares for One
share, to be effectuated, and will thereafter enter into a letter of intent for
a reverse merger agreement between the Company and a private company. As a
condition of the reverse merger agreement, Purchaser agrees that Krushansky
shall be engaged as a consultant to the Company, and in consideration for his
services, shall receive 20,000 shares of common stock, registered on Form S-8 at
the Company's expense.
11. The escrow-agent shall not be liable for any error in judgment or for
any act done or step taken or omitted in good faith or for any mistake of fact
or law, except for his own gross negligence or wilful misconduct. The parties
acknowledge that the escrow agent in merely a stake holder and upon payment of
the purchase price to the Sellers, the escrow agent shall be fully released from
all liability and obligations with respect to this escrow.
12. The parties hereto agree Jointly to defend, indemnify and hold the
escrow agent harmless against and from any claim, judgment, loom, liability.
cost or expense resulting from any dispute or litigation arising out of or
concerning him duties or services hereunder, This indemnity includes, without
limitation, disbursements and reasonable attorneys I f see, either paid to
retain attorneys or representing the fair value of legal services rendered by
the escrow, agent you for himself.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado.
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14. This Agreement constitutes the entire agreement between the parties in
respect of the subject matter hereof, and supersedes all previous agreement, and
there are no other agreements, written or oral, nor may the Agreement be
modified except in writing and executed by all of the parties hereto. The
failure to insist upon strict compliance with any of the terms, covenants or
conditions of the Agreement shall not be deemed a waiver or relinquishment of
such right or power at any other time or times.
15. A11 of the terms and provisions of this Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, transferees, successors, and assigns.
16. This Agreement may be executed in counterparts, each of which shall be
deemed an original and together shall constitute one and the same binding
Agreement, with one counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have met their hands and seals as of
the date and year above first written.
SELLERS:
PURCHASER: Irwin Management Corporation
By: /s/ Irwin Krushansky
/s/ Glenn A. Little --------------------------------
- ------------------- Irwin Krushansky, President
Glenn A. Little
/s/ Irwin Krushansky
--------------------------------
Irwin Krushansky
Escrow Agent:
Central Pacific Assurnace, Ltd.
/s/ Steven L. Siskind
- ---------------------
Steven L. Siskind By: /s/ Milton A. Polland
--------------------------------
Milton Polland, President
/s/ Milton A. Polland
--------------------------------
Milton Polland
/s/ Peter Polland
--------------------------------
Peter Polland
