-----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, Ry/pzDhLwgcqESQkIGiFXtM4cjbEyF74Jyh9dAy5y80k2CRJr+uX5igI6kvRy/m8 qiYg4cGNYc+CgRxPn6EbQw== 0000950128-04-000958.txt : 20041007 0000950128-04-000958.hdr.sgml : 20041007 20041007140521 ACCESSION NUMBER: 0000950128-04-000958 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041007 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041007 DATE AS OF CHANGE: 20041007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATHAY MERCHANT GROUP, INC. CENTRAL INDEX KEY: 0000352281 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 042608713 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16283 FILM NUMBER: 041069880 BUSINESS ADDRESS: STREET 1: 3604 TOWER 1, KERRY EVERBRIGHT CITY STREET 2: 218 TIAN MU ROAD WEST CITY: SHANGHAI STATE: F4 ZIP: 200070 BUSINESS PHONE: 86-21-6353-0012 MAIL ADDRESS: STREET 1: 3604 TOWER 1, KERRY EVERBRIGHT CITY STREET 2: 218 TIAN MU ROAD WEST CITY: SHANGHAI STATE: F4 ZIP: 200070 FORMER COMPANY: FORMER CONFORMED NAME: EQUIDYNE CORP DATE OF NAME CHANGE: 20000110 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ELECTROMEDICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 j0985601e8vk.txt CATHAY MERCHANT GROUP, INC. UNITED STATES 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): October 4, 2004 CATHAY MERCHANT GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-9922 04-2608713 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3604 Tower 1, Kerry Everbright City, 218 Tian Mu Road West, Shanghai, P.R. China 200070 (Address of principal executive offices and zip code) Registrant's Telephone Number, including area code: +86-21-6353-0012 EQUIDYNE CORPORATION 1620 - 400 Burrard Street, Vancouver, B.C., Canada V6C 3A6 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On October 4, 2004, Lewis Cheung resigned as president, chief financial officer, secretary and chairman of the board of directors of Cathay Merchant Group, Inc. (the "Registrant") effective immediately. Mr. Cheung will remain a member of the Registrant's board of directors. Also on October 4, 2004, Greg Elderkin resigned as a member of the Registrant's board of directors effective immediately. There were no disagreements with either Mr. Cheung or Mr. Elderkin. On October 4, 2004, the Registrant's board of directors appointed Michael Smith president, chief financial officer, secretary and chairman of the board of directors of the Registrant. Mr. Smith, a member of the Registrant's board of directors and its former chief executive officer, is the chief executive officer of MFC Bancorp Ltd. ("MFC"). MFC beneficially holds 3,738,044 shares, or approximately 18.4%, of the Registrant's common stock through a wholly owned subsidiary. The board of directors is searching for a qualified candidate to fill the vacancy left by Mr. Elderkin's resignation. ITEM 8.01 OTHER EVENTS. On October 7, 2004, the Registrant issued a press release announcing that (i) effective October 7, 2004, the Registrant's stock symbol on the American Stock Exchange has changed from "IJX" to "CMQ" in conjunction with the Registrant's recent name change and (ii) the Registrant has been issued a new CUSIP number. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On September 16, 2004, the Registrant's stockholders approved an amendment to the Registrant's certificate of incorporation (the "Certificate of Amendment") to (i) change the Registrant's name from Equidyne Corporation to Cathay Merchant Group, Inc. and (ii) increase the number of authorized shares of common stock of the Registrant from 35,000,000 to 100,000,000. The Certificate of Amendment was filed with, and accepted by, the Secretary of State of the State of Delaware on October 6, 2004. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.9 and is incorporated herein by reference. On September 16, 2004, the Registrant's stockholders also approved a proposal to issue such number of shares of the Registrant's common stock to MFC as may be required by the terms of a credit facility between the Registrant and MFC. No shares have yet been issued to MFC in connection with this proposal and the number of shares that would be issuable to MFC has not yet been determined. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 3.1.9 Certificate of Amendment to Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on October 6, 2004. 99.1 Press Release dated October 7, 2004. 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: October 7, 2004 CATHAY MERCHANT GROUP, INC. By: /s/ Michael Smith -------------------------- Michael Smith President EXHIBIT INDEX 3.1.9 Certificate of Amendment to Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on October 6, 2004. 99.1 Press Release dated October 7, 2004. EX-3.1.9 2 j0985601exv3w1w9.txt EXHIBIT 3.1.9 Exhibit 3.1.9 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF EQUIDYNE CORPORATION EQUIDYNE CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: The Board of Directors of the Corporation duly adopted resolutions at a special meeting of the Board of Directors held in accordance with Section 141 of the General Corporation Law of the State of Delaware (the "DGCL"), setting forth proposed amendments (the "Amendments") to the Certificate of Incorporation of the Corporation, declaring the Amendments to be advisable and calling for submission of the Amendment to the stockholders of the Corporation pursuant to Section 242 of the DGCL, and stating that the Amendments would be effective only after approval thereof by the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote thereon. SECOND: The Certificate of Incorporation of the Corporation is hereby amended by amending Article FIRST of the Certificate of Incorporation to read as follows: "FIRST: The name of the corporation is Cathay Merchant Group, Inc. (the "Corporation")." THIRD: The Certificate of Incorporation of the Corporation is hereby amended by amending the first sentence of Article FOURTH of the Certificate of Incorporation to read as follows: "A. AUTHORIZED SHARES. The total number of shares of stock which the Corporation shall have authority to issue is One Hundred One Million (101,000,000), of which One Hundred Million (100,000,000) shall be common stock, $0.10 par value (the "Common Stock"), and One Million (1,000,000) shall be preferred stock, $.01 par value (the "Preferred Stock")". FOURTH: The Amendments have been duly adopted by the stockholders of the Corporation, at a special meeting of the stockholders of the Corporation held on September 16, 2004 in accordance with Section 211 of the DGCL. FIFTH: The Amendments were duly adopted in accordance with the applicable provisions of Sections 242 and 141 of the DGCL. IN WITNESS WHEREOF, Equidyne Corporation has caused this Certificate to be signed by its President as of the 6th day of October, 2004. By: /s/ Michael Smith ------------------------------- Name: Michael Smith Title: President EX-99.1 3 j0985601exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SOURCE: CATHAY MERCHANT GROUP, INC. CATHAY MERCHANT GROUP TO TRADE UNDER NEW SYMBOL SHANGHAI, CHINA (October 7, 2004) - Cathay Merchant Group, Inc., formerly Equidyne Corporation (AMEX: IJX), announced today that it will now trade under the new stock symbol "CMQ" in conjunction with its recent name change. The change takes place beginning with today's trading. In addition, the company has been issued a new CUSIP number from the CUSIP Service Bureau. The company recently changed its name to Cathay Merchant Group, Inc. to better identify itself and its primary business as a financial holding company operating through its subsidiary, CMG Shanghai Ltd., an international merchant banking company organized under the laws of the People's Republic of China. The new name will not affect the rights of any stockholder or the validity or transferability of stock certificates currently outstanding. Stockholders will not be required to surrender or exchange their stock certificates that they currently hold. ABOUT CATHAY MERCHANT GROUP, INC. Cathay Merchant Group, Inc. is a financial holding company whose business is conducted primarily through its operating subsidiary, CMG Shanghai Ltd., a company organized under the laws of the People's Republic of China ("CMG Shanghai"). CMG Shanghai is an international merchant banking company engaged in a broad spectrum of activities related to the integrated combination of banking, trading, financing commercial trade and proprietary investing. CMG Shanghai's merchant banking activities include providing specialized banking and corporate finance services and advising clients on corporate strategy and structure, including mergers and acquisitions and capital raising. These activities also include proprietary trading in commodities and natural resources and proprietary investing of CMG Shanghai's own capital in enterprises to realize long-term or trading gains. CMG Shanghai acts for clients located in the People's Republic of China, Hong Kong, Taiwan and other portions of the Asian market. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements which typically are identified by the use of terms such as "may," "will," "should," "expect," "anticipate," "believe," "estimate," "intend," "plan," their negatives and similar words, although some forward-looking statements are expressed differently. You should consider statements that contain these words carefully because they describe the company's expectations, plans, strategies and goals and the company's beliefs concerning future business conditions, results of operations, financial position, and business outlook or state other "forward-looking" information based on currently available information. The company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. CATHAY MERCHANT GROUP, INC. CONTACT: Michael Smith, Secretary Phone: +86-21-6353-0012 -----END PRIVACY-ENHANCED MESSAGE-----