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 31, 1996
ALPHA SOLARCO, INC.
(Exact name of Registrant as specified in its Charter)
Colorado 0-9376 31-0944136
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
510 E. University Drive, Phoenix, AZ 85004
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 602-252-3055
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On August 31, 1996, the Board of Directors of Alpha Solarco, Inc.,
a Colorado corporation ("Alpha") adopted a Stock Exchange Agreement
dated as of May 26, 1996 by and among Alpha, Premier Sales
Corporation, Ltd., a Channel Islands corporation ("PSC"), East-West
Trading Corporation, Ltd., a West Indies corporation ("EWT"),
Karston Electronics, Ltd., a British Virgin Islands corporation
("KEL") collectively known as the "Companies", as amended, (the
"Agreement").
Pursuant to the Agreement, effective as of August 31, 1996, the
Companies collectively exchanged 9,000,000 shares of their common
stock in Cyber Real Estate, Inc. ("Cyber"), a Nevada corporation,
which includes a subsidiary corporation, Cyber Real Estate of
Illinois, Inc., whose sole asset is real property, including an
improved structure and all the furnishings and equipment contained
therein, located at 830 Edgebrook Drive, Dekalb, Illinois. In
return for the 9,000,000 shares of common stock in Cyber, Alpha
exchanged 625,000 shares of its common stock valued at $2.00 per
share, for a total value of $1,250,000. No compensation or value
was exchanged under the Agreement other than the 9,000,000 shares of
common stock of Cyber and the 625,000 shares of common stock of
Alpha. The 9,000,000 Cyber shares exchanged represented a majority
interest in Cyber Real Estate, Inc. For purposes of the Stock
Exchange Agreement only, the Alpha shares were determined to be
equivalent to $2.00 per share. Alpha shares are registered, and the
price of Alpha common stock is reported, on the Nasdaq SmallCap
Market. The Companies and Alpha exchanged their respective shares
in a private transaction not involving a "public offering" as that
term is used in Section 4(2) of the Securities Act of 1933, as
amended.
The assets so acquired, being the real property located at 830
Edgebrook Drive, Dekalb, Illinois, and the building and all
furnishings and equipment contained therein were leased as
commercial office space by Cyber as a part of its business
operations, and the nature of the business in which these assets
were used by Cyber will continue unchanged in purpose under control
by Alpha.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired
The financial statements of Cyber for the year ended December 31,
1995 and for the quarter ended March 31, 1996 will be filed
separately by amendment hereto.
(b) Proforma financial information
The proforma financial information will be filed separately by
amendment hereto.
(c) Exhibits
Exhibit No. Description Page
2 Stock Exchange Agreement as of
August 31, 1996 by and
among Premier Sales
Corporation, Ltd., a
Channel Islands corporation ("PSC")
East-West Trading Corporation,
Ltd., a West Indies corporation
("EWT"), Karston Electronics,
Inc., a British Virgin
Islands corporation ("KEL")
collectively known as
the "Companies" and Alpha
Solarco, Inc., a Colorado
corporation with its principal
place of business at 510
E. University Dr., Phoenix,
AZ 85005 ("Alpha").
23 Consent of Spaeth & Batterberry *
* To be filed by amendment with the financial statements.
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.
ALPHA SOLARCO, INC.
Date: October 15, 1996 By: /s/ Edward C. Schmidt
Edward C. Schmidt, President
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (this "Agreement" ) is made this ___
day of May, 1996, by and between Premier Sales Corporation, Ltd., a
foreign corporation ("PSC") East-West Trading Corporation, Ltd., a
foreign corporation ("EWT"), Karston Electronics, Ltd., a foreign
corporation ("KEL") collectively known as the "Companies' and, Alpha
Solarco, Inc., a Colorado corporation with its principal place of
business at 510 E. University Dr., Phoenix, AZ 85004 ("Alpha').
PREMISES
A. The companies collectively desire to exchange 9,000,000
shares of their common stock in Cyber Real Estate, inc., a Nevada
corporation, which includes a subsidiary corporation, Cyber Real
Estate of Illinois, Inc., whose sole asset is the property located
at: 830 Edgebrook Drive, DeKalb, Illinois, and all the furnishings
and equipment contained therein, FOR, 625,000 shares of common stock
in Alpha valued at $2.00 per share or, $1,250,000; and
B. Alpha desires to exchange 625,000 shares of its common stock
valued at $2.00 per share or, $1,250,000 FOR, 9,000,000 shares of
common stock in Cyber Real Estate and, its subsidiary, Cyber Real
Estate of Illinois; and
D. The Companies and Alpha desire to exchange their respective
shares in a private transaction not involving a public offering as
that term is used in Section 4(2) of the Securities Act of 1933, as
amended, (the 'Securities Act").
AGREEMENT
BASED on the above Premises, which are hereby incorporated and
in consideration of the mutual promises contained herein. the
benefits to be derived by each party hereunder and other good and
valuable consideration. the sufficiency of which is hereby expressly
acknowledged, Cyber and Alpha agree as follows:
1. PURPOSE
On the basis of the representations and warranties contained
herein and subject to the terms and conditions set forth herein, the
Companies and Alpha agree to exchange Cyber shares for Alpha shares.
That the 9,000,000 Cyber shares being exchanged will represent a
majority interest in Cyber Real Estate, Inc. For purposes of this
Agreement only, the Alpha shares shall be equivalent to $2.00 per
share.
2. DELIVERY OF THE SHARES
Within 30 days of the date of closing as defined below, the
Companies will deliver the Cyber shares to an Escrow Agent
acceptable to both Alpha and Cyber and, Alpha will deliver the Alpha
shares to the same Escrow Agent.
3. EFFECTIVE DATE AND CLOSING
The Closing shall be upon such date as the parties have
satisfied their respective obligations and covenants contained
herein, but shall not be later than May 31, 1996.
4. MUTUAL REPRESENTATIONS AND WARRANTIES OF CYBER AND ALPHA
The Companies hereby represent and warrant to Alpha and Alpha
represents and warrants to the Companies that:
A. Authority. This Agreement has been duly executed by the
parties herein. The execution and performance of this Agreement will
not violate or result in a breach of, or constitute a default in any
agreement, instrument, judgement, order or decree to which either
party is a party or to which either party is subject.
B. Organization. Cyber Real Estate, Inc. is a corporation duly
organized, validly existing and in good standing under the laws of
the state of Nevada, and it has all corporate power necessary to
engage in the business in which it presently engages. Alpha is a
corporation duly organized, validity existing and in good standing
under the laws of the state of Colorado, and it has all the power
necessary to engage in the business in which it presently engages.
C. Litigation. The party's respective shares are not subject to
any claims or causes of action, and the parties are not defendants,
nor plaintiffs against whom counterclaims have been asserted or
reduced to judgement in any litigation that would affect this
transaction. There are no proceedings threatened or pending before
any federal, state or municipal governments, or any department,
board, body or agency thereof involving the Cyber shares or the
Alpha shares as of the date hereof.
D. Legal Status. The shares of the parties are not issued in
violation of the preemptive rights of any person or of any agreement
to which the Companies or Alpha is bound.
E. No Beneficial Interest. The shares of the parties are not
subject to any interest or right of any third person.
F. Compliance. The parties will transfer its shares in
compliance with applicable laws concerning form, content and manner
of preparation and execution.
G. No Encumbrances. The parties will deliver their respective
shares free and clear of any security interests, liens,
restrictions, or encumbrances and each warrants that is has the full
right and power to assign its interest in such shares and enter into
and carry out this Agreement subject to satisfaction of SEC Rule 144
and say other similar rules, laws or regulations affecting the
transferability of securities.
H. Transfer. Each party agrees to warrant and forever defend
the title to its respective shares delivered to the other party, its
successors and assigns.
I. Information. No represe ntation or warranty contained herein,
nor statement in any document, certificate or schedule furnished or
to be furnished pursuant of this Agreement by either party in
connection with the transaction contemplated hereby, contains or
contained any untrue statement of a material fact, nor does or will
omit state a material fact necessary to make any statement of fact
contained herein not misleading.
J. Security Compliance. The parties herein represent to each
other that:
(i) The shares being exchanged is a private transaction and for
investment purposes and not with a view to public resale or
distribution.
(ii) Neither will sell, transfer or otherwise dispose of the
said shares being exchanged except in compliance with the Securities
Act. Each party acknowledges that the other is issuing and
delivering their respective shares of reliance on exemptions,
including but not limited to Section 4(2) of the Securities Act.
(iii) Each party acknowledges that it has been furnished with
disclosure documents which each feel are necessary to make an
economic decision to enact this stock exchange.
(iv) Each party is fully aware of the applicable limitations on
the resale of the securities.
These restrictions for the most part are set forth in Rule 144.
Rule 144 permits sales of restricted securities upon compliance with
the requirements of such rule.
(v) By reason of the parties knowledge and experience in
financial and business matters in general, and investments in
particular, the Companies and Alpha are capable of evaluating the
merits and bearing the economic risks of an investment in the
securities and fully understands the speculative nature of the
securities and the possibility of loss.
(vi) The present financial condition of either is such that it
is under no present or contemplated need to dispose of any portion
of the securities to satisfy an existing or contemplated
undertaking, need or in debtedness
(vii) Any and all certificates representing the securities, and
any and all securities issued in replacement thereof or in exchange
therefore, may bear the following legend, which each party has read
and understands:
The shares represented by this certificate have nor been
registered under the Securities Act of 1933 (the "Securities Act")
and are "restricted securities" as that term is defined in Rule 144
under the Securities Act. The shares may not be offered for sale,
sold or otherwise transferred except pursuant to an effective
Registration Statement under the Securities Act or pursuant to an
exemption from registration under the Securities Act. The
availability of which is to be established to the satisfaction of
the Company.
K. Financial Advisors. Each party, in making its decision to
acquire the respective shares of the other patty's shares relied
solely on the advice of its principals, or its financial advisors
and not on advice given by the agents, principals, consultants or
employees of the other party.
6. PRIVATE TRANSACTION
Alpha and the Conpanies hereby represent and warrant to each
other that the exchange of the Cyber shares for the Alpha shares and
Alpha shares for Cyber shares is being made for investment only and
neither company intends to sell hypothecate, give orotherwise
dispose of any restricted shares transferred herein or any interest
therein for distribution to the public. Alpha and the Companies
acknowledge that this representation and warranty constitutes the
basis upon which the other party is induced to enter into and
perform its obligations under this Agreement.
7. TERMINATION
Either party may terminate this Agreement at anytime prior to
the date of Closing if there is any actual or threatened action or
proceeding by or before any court or any other governmental body
which seeks to restrain, prohibit, or invalidate the transactions
which this Agreement contemplates and which, in the judgment of the
party giving notice to terminate and based upon the advice of legal
counsel, makes it inadvisable to proceed with the transactions which
this Agreement contemplates.
8. MISCELLANEOUS
A. Notices. Any notice under this Agreement shall be deemed to
have been sufficiently given if sent by registered or certified mail
postage prepaid, addressed as follows:
Alpha Solarco, Inc. Premier Sales Corporation,
510 E. University Dr. Ltd.
Phoenix, AZ 85004 The Ave Sark
Attn: Edward C. Schmidt Channel islands GY9 053
East-West Trading Corporation Karston Electronics Ltd.
Nations Bank Bldg. Omar Hodge Building
Memorial Square Wickham's Cay Tortola
Nevis, West Indies British Virgin Islands
or to any other address which the parties may hereafter
designate by notice. All notices shall be deemed to have been given
as of the date of receipt,
B. Entire Agreement. This instrument sets forth the entire
agreement between the parties hereto and no prior written or oral
statement or agreement shall be recognized or enforced.
C. Severability. If a court of competent jurisdiction determines
that any clause or provision of this Agreement is invalid, illegal
or unenforceable, the other clauses and provisions of me Agreement
shall remain in full force and effect. The clauses and provisions
which the Court determines are void, illegal or unenforceable shall
be limited so that they remain in effect to the extent permissible
by law.
D. Assignment. Neither party may assign this Agreement without
the express written consent of the other party. However, if the
other party consents to the assignment such assignment will be bind
and inure to the benefit of the assignee
E. Applicable Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Arizona, the
state in which this Agreernent will be performed.
F. Venue. To the extent permitted by law, the parties agree
that the federal and local courts in Utah shall have exclusive
personal and subject matter jurisdiction and venue for any claim or
dispute between the patties, irrespective of the nature or source of
the claim or dispute.
The parties made this arrangement because the parties mutually
desire to remove uncertainty as to such matters; one or more of the
parties and their property are located in Arizona and; this
Agreement has been negotiated and executed and will be performed in
Arizona.
G. Waiver of Jury Trial. To the extent permitted by law, the
parties hereby irrevocably waive a jury trial in the event of
litigation. The parties included this provision because of the cost
and delay of a jury trial and because the parries believe that a
jury trial would not be necessary to resolve any dispute or claim
between them
H. Attorney's Fees. If either patty institutes legal action or
other proceeding (including, but not limited to, arbitration) to
enforce or to declare any right or obligation under this Agreement
or as a result of a breach, default or misrepresentation m
connection with any of the provisions of this Agreement' or
otherwise because of a dispute among the parties, the successful or
prevailing party will be entitled to recover reasonable attorney's
fees. Attorney's fees shall include fees for appeals, collections
and other expenses incurred in such action or proceeding. Legal fees
shall be awarded in audition to any other relief to which the
prevailing party may be entitled.
I. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer, any rights or remedies
upon any person other than the parties hereto and their successors.
J. Counterparts. The parties understand and agree that they may
execute this Agreement in any number of identical counterparts, via
facsimile or mail. Each counterpart shall be deemed an original for
all purposes.
K. Further Assurances. At any time and from time to time, after
the date of this Agreement, each party will execute such additional
instrument and take such actions as are reasonably necessary to
confirm or perfect title to Cyber's shares or Alpha's shares or
otherwise to carry out the intent and purposes of this Agreement.
L. Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right or remedy at law, or in
equity, and may be enforced concurrently herewith. No waiver by any
party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing. At any time prior
to the Closing Date, this Agreement may be amended by a writing
signed by both parties. Any term or condition of this Agreement may
be waived or the time for performance hereof may be extended by a
writing signed by the party or parties for whose benefit the
provision is intended.
M. Headings. The section and subsection headings in this
Agreement are inserted for convenience only. In the event of a
conflict between a heading and the text of this Agreement, the text
shall control the meaning and interpretation of this Agreernent.
IN WITNESS WHEREOF, the parties hereto have executed this Stock
Exchange Agreement.
DATED this 31st day of August, 1996.
Premier Sales Corporation, Ltd. Karaston Electronics, Ltd.
By: /s/Simon Peter Elmont By: /s/ Colin Foster
Name: Simon Peter Elmont Name: Colin Foster
Title: President Title: First Secretaries Inc.
Alpha Solarco Inc. East-West Trading Corporation
By: /s/ Edward Schmidt By: /s/ Muriel Atkin
Name: Edward Schmidt Name: Muriel Atkin
Title: President Title: First Secretaries Inc.