-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nqbk96pF6tqmtUskSbuhqg2+9HhwxTuHb0eA8MTKJOK1cZGqaC3d51hzJJnW4J5j 8KHpq8jQl3/RwbMfSmxG2w== 0000950144-96-009065.txt : 19961217 0000950144-96-009065.hdr.sgml : 19961217 ACCESSION NUMBER: 0000950144-96-009065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961201 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961216 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN RESORTS INC CENTRAL INDEX KEY: 0001000686 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 841286065 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26760 FILM NUMBER: 96680694 BUSINESS ADDRESS: STREET 1: 315 EAST ROBINSON ST CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4078411917 8-K 1 NORTH AMERICAN RESORTS, INC. FORM 8-K 1 CURRENT REPORT FOR ISSUERS SUBJECT TO THE 1934 ACT REPORTING REQUIREMENTS FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 1, 1996 NORTH AMERICAN RESORTS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 0-26760 84-1286065 - -------------------------------------------------------------------------------- (State of Incorporation) (Commission (I.R.S Employer File Number) Identification No.) 301 East Hillcrest Orlando, Florida 32801 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (407) 841-1917 ------------------------------ 1509 S. Florida Ave., Suite 3, Lakeland, Florida 33803 - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 2 ITEM 1. CHANGE IN CONTROL OF REGISTRANT On December 1, 1996, North American Resorts, Inc. ("North American") entered into a Recision and Release with American Clinical Labs, Inc. ("American Clinical") to rescind the Agreement and Plan of reorganization entered into by the parties on September 3, 1996. North American returned the assets it acquired from American Clinical and American Clinical returned the 41,000,000 shares of North American's common stock with registration rights to North American. In conjunction with the Recision and Release, Richard J. Diamond has resigned Director, Vice President and Secretary and Donald R. Mastropietro has resigned as President, Chief Financial Officer and Treasurer of North American. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On December 1, 1996, North American entered into a Recision and Release with American Clinical to rescind the agreement entered into by the parties on September 3, 1996. North American returned the assets it acquired from American Clinical and American Clinical returned the 41,000,000 shares of North American's common stock to North American. The assets being returned to American Clinical consist of the following securities issued by EVRO Corporation ("EVRO"): 18 shares of EVRO's common stock; 3,500 shares of EVRO's Series E Preferred Stock; 13.44844 shares of EVRO's Series L Preferred Stock; and promissory notes in the original principal amounts of $239,658.25, and liabilities and obligations of approximately $283,717. North American has also issued American Clinical 12,500,000 shares of its restricted common stock in exchange for funds advanced to North American by American Clinical. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS EXHIBITS (a) & (b) The Company intends to file financial statements of North American, reflecting these transactions required by Item 7(a) and (b) as soon as practicable. (c) Exhibits 2.2 Recision and Release Agreement dated December 1, 1996 99.1 North American press release dated December 13, 1996 3 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 hereunto duly authorized. Date: December 13, 1996 NORTH AMERICAN RESORTS, INC. By: /s/ Max P. Cawal ---------------------------------- Max P. Cawal Chief Executive Officer EX-2.2 2 RECISION AND RELEASE AGREEMENT 1 Exhibit 2.2 RECISION AND RELEASE This Recision and Release is made and entered into December 1, 1996 by and among American Clinical Labs, Inc. ("ACL"), a Florida Corporation, North American Resorts, Inc. ("North American"), a Colorado Corporation, Anthony A. Arrigoni, D. Jerry Diamond, Richard J. Diamond and Donald R. Mastropietro. WHEREAS, the parties entered into an agreement entitled "Agreement and Plan of Reorganization" dated September 3, 1996, and a "Cross-Receipt and Closing Certificate" dated October 7, 1996 and WHEREAS, the parties have taken certain actions and entered into certain transactions pursuant to , in connection with and as a result of said agreement; and WHEREAS, the parties desire to return to their individual status as if they had never entered into said agreement; taken the actions and entered into the transactions as aforesaid; and WHEREAS, the certificate representing the 41,000,000 shares of North American common stock will be returned immediately to North American's transfer agent marked "Canceled"; and WHEREAS, North American will send a letter to its transfer agent, instructing it to issue a new certificate to ACL for 12,500,000 shares of North American's restricted common stock, a copy of which is attached as Exhibit "A" to this agreement; and WHEREAS, the certificates representing the common and preferred stock of Channel America (formerly EVRO Corporation) delivered to North American at the Closing will be returned to ACL; and WHEREAS, the Promissory Notes totaling $239,658.25 delivered to North American at the Closing will be returned to ACL; and WHEREAS, the liabilities totaling $283,717.16 that were assumed by North American at the Closing will be reassumed by ACL; and WHEREAS, Richard J. Diamond hereby resigns as an officer and director of North American, and Donald R. Mastropietro resigns as an officer of North American effective December 1, 1996 and have attached said resignations as Composite Exhibit "B" to this Agreement; NOW THEREFORE, in consideration of the premises and the mutual recision and releases set forth herein, the parties agree as follows: 1 2 Section 1. The aforesaid Agreement and Plan of Reorganization, together with all contracts, agreements, understandings, sales of stock, transactions and employment and non-competition agreements and every action and transaction arising out of, in connection with, or consequently or incidentally related to, the Agreement and Plan of Reorganization and other contracts, agreements, and understandings, whether or not specifically identified in this Recision and Release, are hereby rescinded, canceled and terminated with the effect that the parties are restored to their respective condition and status, inter se, which existed prior to entering into the Agreement and plan of Reorganization and all such contracts, agreements, understandings, sale of stock, transactions, employment and non-competition agreements. Section 2. The parties will cooperate for the purpose of achieving the purposes and intents of Section 1, including executing and delivering such further and additional documents and instruments as may be deemed necessary and desirable. Section 3. Each of the parties, for themselves, their directors, officers, stockholders, employees and agents, their successors, heirs and assigns does hereby release, irrevocably and unconditionally, every other party, their directors, officers, stockholders, employees and agents, their successors, heirs and assigns, from any and every demand, claim, liability, injury, suit, damage and cause of action which such party may now or hereafter have, arising out of or in connection with the Agreement and Plan of Reorganization and all such contracts, agreements, understandings, sales of stock, transactions and employment and non-competition agreements, specifically and generally identified in this Recision and Release, and the actions and transactions arising out of, in connection with or consequently or incidentally related thereto. IN WITNESS WHEREOF, the parties have executed this agreement the date first above written. (Seal) ATTEST: AMERICAN CLINICAL LABS, INC. /s/ Teresa B. Fannin By: /s/ D. Jerry Diamond - --------------------------------- ------------------------------ Teresa B. Fannin, Secretary D. Jerry Diamond, President (Seal) ATTEST: NORTH AMERICAN RESORTS, INC. /s/ Anthony Arrigoni By: /s/ Anthony Arrigoni - --------------------------------- ------------------------------- Anthony Arrigoni, Secretary Anthony Arrigoni, Vice President Richard J. Diamond -------------------------------- /s/ Richard J. Diamond 2 3 Donald R. Mastropietro -------------------------------- /s/ Donald R. Mastropietro STATE OF FLORIDA COUNTY OF POLK BEFORE ME, the undersigned authority duly authorized to take acknowledgments, personally appeared D. JERRY DIAMOND, President of American Clinical Labs, Inc., personally known to me or who has produced __________________ as identification and who did take an oath, and he acknowledged before me that he executed the foregoing document freely and voluntarily for the purposes therein expressed. WITNESS my hand and official seal this ____ day of ____________, 1996. ________________________________________ Notary Public My Commission Expires: STATE OF FLORIDA COUNTY OF ORANGE BEFORE ME, the undersigned authority duly authorized to take acknowledgments, personally appeared ANTHONY ARRIGONI, Vice President of North American Resorts, Inc. personally known to me or who has produced ______________ as identification and who did take an oath, and he acknowledged before me that he executed the foregoing document freely and voluntarily for the purposes therein expressed. WITNESS my hand and official seal this ____ day of ____________, 1996. ________________________________________ Notary Public My Commission Expires: 3 4 STATE OF FLORIDA COUNTY OF POLK BEFORE ME, the undersigned authority duly authorized to take acknowledgments, personally appeared RICHARD J. DIAMOND, personally known to me or who has produced __________________ as identification and who did take an oath, and he acknowledged before me that he executed the foregoing document freely and voluntarily for the purposes therein expressed. WITNESS my hand and official seal this ____ day of ____________, 1996. ________________________________________ Notary Public My Commission Expires: STATE OF FLORIDA COUNTY OF POLK BEFORE ME, the undersigned authority duly authorized to take acknowledgments, personally appeared Donald R. Mastropietro, personally known to me or who has produced __________________ as identification and who did take an oath, and he acknowledged before me that he executed the foregoing document freely and voluntarily for the purposes therein expressed. WITNESS my hand and official seal this ____ day of ____________, 1996. ________________________________________ Notary Public My Commission Expires: 4 EX-99.1 3 PRESS RELEASE 1 Exhibit 99.1 NORTH AMERICAN RESORTS, INC. FOR IMMEDIATE RELEASE SYMBOL: NIAR DECEMBER 13, 1996 TRADED: Electronic Bulletin Board ORLANDO, FL -- DECEMBER 13, 1996 -- NORTH AMERICAN RESORTS, INC. ("North American"), a publicly traded vacation ownership management company located in Central Florida announced today that it has entered into a Recision and Release, dated December 1, 1996, with American Clinical Labs, Inc. ("American Clinical") to rescind the Agreement and Plan of Reorganization entered into by the parties on September 3, 1996. North American has returned the assets it acquired from American Clinical and American Clinical has returned the 41,000,000 shares of North American's common stock with registration rights to North American. In conjunction with the Recision and Release, Richard J. Diamond has resigned as Director, Vice President and Secretary and Donald R. Mastropietro has resigned as President, Chief Financial Officer and Treasurer of North American. The assets returned to American Clinical consists of the following securities issued by Channel America Broadcasting, Inc. ("CATV"): 18 shares of CATV's common stock; 3,500 shares of CATV's Series E Preferred Stock; 13.44844 shares of CATV's Series L Preferred Stock; promissory notes in the original principal amounts of $239,658.25, and liabilities and obligations of approximately $284,000. North American has also issued American Clinical 12,500,000 shares of its restricted common stock in exchange for funds advanced to North American by American Clinical. North American's Chief Executive Officer, Max P. Cawal stated, "This is a positive move for both North American and American Clinical. This recision was entered into willingly by both parties, and is based on different management strategies for North American's future." North American is in the business of marketing vacation club memberships, timeshare sales, resort development, as well as owning an 80% interest in a travel services company, North American Resorts Travel, Inc. North American also operates Cypress Island near Orlando, Florida. Visitors travel to Cypress Island by airboat and may explore the island and its over 20 species of animals by foot, horseback or golf cart. It is North American's intention to develop Cypress Island as a timeshare resort destination in the future. In conjunction with the recision, the corporate offices of North American have relocated to 301 East Hillcrest, Orlando, Florida 32801. For further information, contact: North American Resorts, Inc. Shareholder Relations (407) 841-1917 # # # 301 East Hillcrest Orlando, FL 32801 phone (407)841-1917 fax (407)839-1882 -----END PRIVACY-ENHANCED MESSAGE-----