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PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUNE 16, 1998
(Date of Report)
Commission file number 0-99999
FORMER INVESTORS OF SYNCRONYS POMPAS ASS CLUB
ALSO KNOWN AS FISPAC
(Name of Small Business Issuer as specified in Its Charter)
MARYLAND 98-7654321
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 VIAGRA DRIVE
MARGARITAVILLE
MEXICO Unkown
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (555) 3825968
TOTAL PAGES IN THIS REPORT: 41
EXHIBITS ARE INDEXED AT PAGE 5
1 of 41
<PAGE> 2
FORWARD-LOOKING STATEMENTS
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THE
MATTERS
DISCUSSED IN THIS FORM 8-K ARE FORWARD-LOOKING STATEMENTS THAT ARE
SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER
MATERIALLY FROM THOSE SET FORTH IN SUCH FORWARD-LOOKING
STATEMENTS. SUCH RISKS
AND UNCERTAINTIES INCLUDE, WITHOUT LIMITATION, THE COMPANY'S
DEPENDENCE ON THE
TIMELY DEVELOPMENT, INTRODUCTION AND CUSTOMER ACCEPTANCE OF
PRODUCTS , THE IMPACT OF COMPETITION AND DOWNWARD PRICING
PRESSURES, THE ABILITY
TO RAISE ANY NEEDED CAPITAL, THE EFFECT OF CHANGING ECONOMIC
CONDITIONS, RISKS
IN POMPAS DEVELOPMENT AND THE EFFECTS OF OUTSTANDING LITIGATION.
OTHER
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE SET
FORTH IN SUCH FORWARD-LOOKING STATEMENTS INCLUDE THE RISKS AND
UNCERTAINTIES
DETAILED IN THE COMPANY'S MOST RECENT FORM 10-KSB AND 10-QSB AND ITS
OTHER
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION FROM TIME TO
TIME.
ITEM 5. OTHER INFORMATION.
Completion of Private Placement of $50,000 Aggregate Principal Amount of
Debentures
As set forth in the documents attached as exhibits hereto, FIPAC, a Maryland Corporation
(the "Company") completed a $50,000 private placement on June 16, 1998. The net proceeds
from the offering have been delivered to Margaritaville-based Gringo Bank as Escrow Agent to
secure the Debentures, and funds will be released from escrow only for certain specified
purposes, including Company expansion through new product development and marketing, the
formation of strategic alliances or acquisitions and general working capital purposes.
The private placement consists of a combination of Convertible
Debentures and Warrants to purchase the Company's Common Stock, $.0001 par
value. The Convertible Debentures were issued at 100 percent of principal
amount and carry an interest rate of twenty percent, with interest deferred until
the earliest of the date of conversion, redemption or June 16, 1999. The
Debentures are initially convertible beginning in 45 days into the Company's
Common Stock, $.0001 par value, at the lesser of $0.22 per share or eighty five
percent of the market price of the Company's Common Stock, $.0001 par value, at
the time of conversion.
Each Convertible Debenture carries a Warrant entitling its Holder to
initially purchase a number of shares of the Company's Common Stock, $.0001 par
value, equal to the aggregate principal amount of such Debenture divided by
$0.22. Warrants are not exercisable for 30 days from the date of issuance,
have a five-year term and are exercisable at a purchase price of $0.22 per
share.
The Securities in this offering were issued to accredited investors
and have not been registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from such registration requirements.
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<PAGE> 3
ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- -----------
<S> <C>
10.1 Subscription Agreement
10.2 Form of Debenture
10.3 Form of Investor Warrant
</TABLE>
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<PAGE> 4
SIGNATURES
In accordance with the requirements of the Exchange Act, the Issuer
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FISPAC , INC
(REGISTRANT)
Date: June 16, 1998 /s/ Steve Redding
-------------------------------------
Vice President - Finance & Controller
(Chief Financial Officer)
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<PAGE> 5
EXHIBIT INDEX
The Following Exhibits are hereby filed as part of this Current Report on Form
8-K:
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------ ----------- ------
<S> <C> <C>
10.1 Subscription Agreement 6
10.2 Form of Debenture 25
10.3 Form of Investor Warrant 34
</TABLE>
5 of 41
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>
<PAGE> 1
EXHIBIT 10.1
FISPAC INC
REGULATION S SECURITIES SUBSCRIPTION AGREEMENT
THE DEBENTURES AND WARRANTS BEING SUBSCRIBED FOR HEREIN AND THE
COMMON STOCK
ISSUABLE UPON CONVERSION OF THE DEBENTURES AND EXERCISE OF THE
WARRANTS HAVE
NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
("THE COMMISSION") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE
"ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE
SECURITIES
LAW. THEY ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER
REGULATION S ("REGULATION S") PROMULGATED UNDER THE ACT. THE
SECURITIES MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR
TO U.S.
PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S) UNLESS THE
SECURITIES ARE
REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
SUCH OFFERS,
SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE
REGISTRATION REQUIREMENTS OF THOSE LAWS.
THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY
TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD
BE
UNLAWFUL. INVESTMENT IN SUCH SECURITIES INVOLVES A HIGH DEGREE OF
RISK. IN
MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF
THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND THE RISKS
INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR
DISAPPROVED
BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED, PASSED
UPON,
CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THIS
DOCUMENT OR ANY
INFORMATION PROVIDED BY THE COMPANY TO POTENTIAL INVESTORS. ANY
REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Regulation S Securities Subscription Agreement (the "Agreement") is
executed by the undersigned (the "Subscriber") in connection with the offering
(the "Offering") and subscription by the undersigned for 20% Convertible
Debentures (the "Debentures") of FISPAC Inc, a Maryland corporation (the
"Company"), due on june 16, 1999, and offered in denominations of at least Fifty
Thousand Dollars ($5,000.00) and integral multiples of Ten Thousand Dollars
($10,000.00) in excess thereof up to a maximum aggregate principal amount of
Fifty Thousand Dollars ($50,000.00). Each Debenture is accompanied by a
warrant or warrants to purchase a number of common shares of the Company equal
to the original aggregate principal amount of the Debenture divided by the
Fixed Conversion Price as defined in the Debenture (the "Warrants"), at an
exercise price equal to $0.22 per share, exercisable beginning one hundred five
(105) days after the Last Closing (as defined in Section 2.1 below), and having
a five (5) year term. The terms of the Debentures, including the terms on
which the Debentures may be converted into common stock, $.0001 par value of
the Company (the "Common Stock"), are set forth in the Debenture, substantially
in the form attached hereto as Exhibit A. The terms of the Warrants including
the terms on which the Warrants may be exercised for Common Stock, are set
forth in the Warrant, in the form attached hereto as Exhibit B. The
solicitation of this subscription and, if accepted by the Company, the offer
and sale of debentures and accompanying Warrants, are being made in reliance
upon the provisions of Regulation S. The Debentures, the Warrants and the
shares of Common Stock issuable upon conversion or exercise thereof (the
"Shares") are sometimes referred to herein collectively as the "Securities."
The Subscriber wishes to subscribe for Debentures in the amount set forth in
Section 19 and the accompanying Warrants in accordance with the terms and
conditions of the form of Debenture, the Warrants and this Agreement.
Syncronys Subscription Final
<PAGE> 2
It is agreed as follows:
1. Offer to Subscribe; Purchase Price; Closing; Placement Fees; and
Conditions to Subscriber's Obligations.
1.1 Offer to Subscriber; Purchase Price. Subject to satisfaction
of the conditions to Closing set forth below, the Subscriber
hereby subscribes for and agrees to purchase the aggregate
principal amount of Debentures with the appropriate number of
accompanying Warrants (as determined above) for a purchase
price set forth in Section 19 of this Agreement.
1.2 Closing. The closing of the sale and purchase of the
Debentures and accompanying Warrants ("Closing") will occur
upon (i) the satisfaction of all conditions described in this
Agreement, (ii) the sale in this Offering of at least Twenty
Thousand Dollars ($20,000.00) of aggregate principal amount
of Debentures (the "Minimum Amount"), and no more than
Fifty Thousand Dollars ($50,000.00) of aggregate
principal amount of Debentures (the "Maximum Amount"), and
(iii) the satisfaction (or waiver) of all conditions required
by the Escrow Agreement ("Escrow Agreement"), defined as the
agreement among the Company, Guito Investments, LLC
("Placement Agent") and Margaritaville National Bank ("Escrow
Agent") regarding this Offering. As soon as subscriptions for
at least the Minimum Amount have been accepted by the Company,
in accordance with the terms of this Agreement, the Company
shall close on the Minimum Amount. Thereafter, the Company
may, at its option, conduct one or more additional Closings
until the Maximum Amount has been reached.
1.3 Placement Fees. The parties hereto acknowledge that the
Placement Agent for this Offering will be compensated by the
Company in cash and warrants to purchase Common Stock of the
Company. The Placement Agent has acted solely as placement
agent in connection with the Offering by the Company of the
Debentures and Warrants pursuant to this Agreement. The
information and data contained in the Disclosure Documents (as
defined in Section 2.2 below) including, but not limited to,
the Risk Factors (as discussed in Section 2.3 below) have not
been subjected to independent verification by Placement Agent,
and no representation or warranty is made by Placement Agent
as to the accuracy or completeness of the information
contained in the Disclosure Documents, including any Risk
Factors, or any tax advice or legal advice.
1.4 Conditions to Subscriber's Obligations. The Subscriber's
obligations hereunder are further conditioned upon the
following:
(i) the following documents have been deposited with the
Company's Escrow Agent: the Registration Rights
Agreement, substantially in the form attached hereto
as Exhibit C (executed by the Company), the Opinion of
Counsel, substantially in the form attached hereto as
Exhibit D (signed by Company's counsel), the
Irrevocable Instructions to Transfer Agent,
substantially in the form attached hereto as Exhibit E
(executed by Company and transfer agent), the
Subscriber's Debenture(s) executed by the Company,
substantially in the form attached hereto as Exhibit
A, and the Subscriber's Warrant(s) executed by the
Company, substantially in the form attached hereto
as Exhibit B;
(ii) the Company has entered into an Escrow and Pledge
Agreement (substantially in the form attached hereto
as Exhibit F) ("Escrow and Pledge Agreement") whereby
the proceeds of this Offering will be subject to a
security interest in favor of the Subscribers and
will be disbursed only in accordance with the terms
thereof;
2
FISPAC Subscription Final
<PAGE> 3
(iii) the Common Stock issuable upon conversion of the
Debenture and exercise of the Warrants has been
listed on the NAZDAK Bulletin Board, subject to official
notice of issuance;
(iv) the representations and warranties of the Company are
true and correct in all material respects as of the
Closing as if made on such date, and the Company
shall deliver an officer's certificate, signed by at
least one officer of the Company, to such effect to
the Escrow Agent;
(v) there have been no material adverse changes in the
Company's business prospects or financial condition
since the date of the Company's balance sheet dated
March 31, 1998 contained in the Disclosure Documents
(as defined below in Section 2.2); and
(vi) the Company shall have reserved for issuance upon
conversion of the Debentures and exercise of the
accompanying Warrants a sufficient number of shares
of Common Stock which number of shares shall
initially be One Hundred Fifty Thousand (150,000) shares.
2. Subscriber's Representations and Covenants; Access to Information;
Independent Information; And Independent Investigation.
The Subscriber hereby makes the following representations and
warranties to the Company (which shall be true at the signing of this
Agreement, as of Closing, and as of any such later date as contemplated
hereunder) and agrees with the Company that:
2.1 Offshore Transaction. The Subscriber represents and warrants
to the Company that (i) Subscriber is not a U.S. person ("U.S.
person") as that term is defined in Rule 902(o) of Regulation
S (a copy of which definition is attached as Exhibit G)
including, without limitation if a corporation or partnership,
(a) it is organized under the laws of a jurisdiction other
than the United States and (b) if organized by a U.S. person
principally for the purpose of investing in securities not
registered under the Act, it was organized or incorporated and
is owned by accredited investors (as defined in Rule 501(a) of
Regulation D under the Act) who are not natural persons,
estates or trusts; (ii) the Securities were not offered to the
Subscriber in the United States and at the time of execution
of this Subscription Agreement the Subscriber was physically
outside the United States; (iii) the Subscriber is purchasing
the Securities for its own account and not on behalf of or for
the benefit of any U.S. person and the sale and resale of the
Securities have not been prearranged with any U.S. person or
buyer in the United States; (iv) the Subscriber agrees, and to
the knowledge of the Subscriber, without any independent
investigation, each distributor, if any, participating in the
offering of the Securities, has agreed, that all offers and
sales of the Securities prior to the expiration of a period
commencing on the date of the last closing of a sale and
purchase of Debentures (the "Last Closing") and ending forty
(40) days thereafter (the "Restricted Period") shall not be
made to U.S. persons or for the account or benefit of U.S.
persons and shall otherwise be made in compliance with the
provisions of Regulation S; (v) subscriber is not an
underwriter, dealer, or other person who is participating,
pursuant to a contractual arrangement, in the distribution of
the Securities offered or sold in reliance on Regulation S;
and (vi) Subscriber is not an underwriter of the Securities
within the meaning of Section 2(11) of this Act.
2.2 Subscriber's Independent Investigation. The Subscriber, in
offering to subscribe for The Securities hereunder, has relied
solely upon an (i) independent investigation made by it and
its representatives, if any, and (ii) the representations,
warranties and disclosure statements of the Company set forth
herein and in the Disclosure Documents (as defined below).
Subscriber, prior to the date hereof, has been given access to
and the opportunity to examine all material contracts and
documents of the Company which have been filed as exhibits to
the Company's filings made under the
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