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) November 29,
1996
LANDMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
0-26578 33-0662114
(Commission File Number) (IRS Employer Identification No.)
1020 Prospect Street, Suite 200, La Jolla California 92037
(Address of principal executive offices) (Zip Code)
1720 East Garry, Suite 201, Santa Ana, California 92705
(Former address)
Registrant's telephone number, including area code: (619) 456-8200
Page 1 of 4 pages
<PAGE>
Item 1. Change in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
On November 29, 1996, Landmark International, Inc. (the
"Registrant") acquired La Jolla Securities Corporation ("LJSC"),
a member of the National Association of Securities Dealers, Inc.
("NASD") pursuant to an Agreement and Plan of Reorganization (the
"Agreement") between the Registrant and LJSC dated November 29,
1996.
The Registrant acquired all of the outstanding shares of LJSC in
exchange for 7,500,000 shares of Registrant's Common Stock. An additional
500,000 shares were issued to a finder in connection with the transaction,
resulting in a total of 11,960,000 shares outstanding after the share
cancellation described in the following paragraph.
As a result of the acquisition, the Registrant's business emphasis
will be redirected to the securities industry. The Regist-rant's
telecommunications business, which has been conducted through its wholly owned
subsidiary STM Communications, Inc. ("STM") will be sold to The Chapman Trust.
STM was originally acquired by the Registrant in October 1995 from The Chapman
Trust in exchange for 7,500,000 shares of common stock. To effectuate the
divestiture of STM, The Chapman Trust has cancelled the 7,500,000 shares of
Registrant's common stock received by it in October 1995, and the Registrant has
agreed to transfer to The Chapman Trust all of the capital shares of STM, being
7,500,000 STM shares. STM has further agreed to sell to the Registrant 833,333
additional shares of STM common stock for $500,000 in cash, less amounts paid by
the Registrant with respect to liabilities of STM.
Pursuant to the Agreement, Mr. William J. Kettle resigned
as President but remained on the Board of Directors to serve with
the new directors Bruce Biddick and Craig Biddick. The Registrant
intends to change its name to Landmark Securities, Inc. as soon as
practicable.
The names of the current directors and executive officers of the
Registrant, the number of shares beneficially held, and the percentage of the
total issued and outstanding Common Stock (the only voting security) of the
Registrant owned by each of them and any other beneficial holders of more than
5% of the outstanding shares of Common Stock are as follows.
Number of Shares Percentage of
Name and Office Beneficially Owned Shares Owned
Bruce Biddick
President and Director 7,500,000 63.6%
Craig Biddick
Executive Vice President -- --
2
<PAGE>
William J. Kettle -- --
All Executive Officers
and Directors as a group
(3 persons) 7,500,000 63.6%
--
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a)(b) The required financial statements and pro forma financial
information is unavailable as of the date hereof and will be filed by the
Registrant pursuant to the requirements of the Securities Exchange Act and the
rules and regulations promulgated thereunder within 60 days of the date of the
event reported herein.
(c) Exhibits
2. Plan of acquisition, reorganization, arrangement, li-
quidation or succession.
2.1. Agreement and Plan of Reorganization, dated
November 29, 1995 between the Registrant and La
Jolla Securities Corporation. To be filed by
amendment.
3
<PAGE>
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.
Dated: December 4, 1996 LANDMARK INTERNATIONAL, INC.
By: Bruce Biddick
President
4
