EXHIBIT 99
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 23, 1996
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AMACAN RESOURCES CORPORATION
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(Exact name of registrant as specified in its charter)
UTAH 0-6425 00-0000000
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
0000 XXXXX XXXXXXX XXXX, XX. 9
Salt Lake City, Utah 84105
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(Address of principal executive offices, including zip code)
(000) 000-0000
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(Registrant's telephone number, including area code)
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ITEM 5. EXECUTION OF EXCHANGE AGREEMENT.
On January 23, 1996 the Company entered into an Agreement and Plan of
Reorganization (the "Agreement") among the Company, Spire Technologies, Inc.,
a Utah corporation ("Spire"), Spire Technologies Systems Division, Inc.
("Spire Systems" and, collectively with Spire, the "Spire Companies") and the
holders of all the capital stock of the Spire Companies (the "Spire
Stockholders"). The transactions contemplated by the Agreement are referred
to collectively herein as the "Share Exchange."
Pursuant to the Agreement, (a) the Company will acquire all of the
issued and outstanding shares of the capital stock of Spire and Spire Systems
in exchange for the issuance by the Company of an aggregate of 3,501,883
shares of the Company's Common Stock, par value $.25 per share (the "Amacan
Common Stock"), to the Spire Stockholders; (b) the Company will effect a
one-for-seven reverse split of the shares of Amacan Common Stock issued and
outstanding at the effective time of the Share Exchange (the "Effective
Time"); (c) the Company will amend its Articles of Incorporation to change
the Company's name to "Spire Technologies International Corporation," or such
other name as Amacan and the Spire Companies shall agree; (d) the Company
will adopt the Amacan Resources Corporation Stock Incentive Plan (the "Amacan
Option Plan"); (e) the Company will assume the outstanding stock options to
purchase shares of the common stock, par value $.01 per share, of Spire
issued pursuant to the Spire 1995 Stock Option and Award Plan (the "Spire
Option Plan") and all obligations of Spire under the Spire Option Plan; and
(f) the current officers and directors of the Company will, subsequent to the
Effective Time, resign and the Spire Stockholders will designate individuals
for appointment as replacement officers and directors for appointment
(provided, however, that, as permitted by the Agreement, the Company's Board
of Directors has designated Xxxxxxx X. Xxxxx, an advisor to the Company, to
serve as a director of the Company subsequent to the closing of the Share
Exchange). Immediately following the consummation of the Share Exchange, if
consummated, the shares of Amacan Common Stock owned by the current
stockholders of the Company will represent approximately 10% of the then
issued and outstanding shares of Amacan Common Stock. Consummation of the
transactions contemplated by the Agreement is subject to certain conditions,
including without limitation the approval of the shareholders of the Company
in accordance with the Utah Revised Business Corporation Act. Copies of the
Agreement and the press release announcing its execution are attached as
exhibits hereto and incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits.
The following exhibits are included herein:
REG. S-K EXHIBIT
EXHIBIT NO. DESCRIPTION NO.
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2.1 Agreement and Plan of Reorganization 1
99 Press Release dated January 24, 1996 2
SIGNATURE
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.
AMACAN RESOURCES CORPORATION
/s/ Xxx X. Xxxxxxxxxx
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Xxx X. Xxxxxxxxxx
President
Date: January 30, 1996.
