-----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, OSB0yvVrxJ5LLt7OdvbIPKA/4B3wRjYXVhd3YoKB0cwjmAgELbwrOIigA8B5hjUB ytveQmw4w+UNdf9zdcylNQ== 0001090002-01-500043.txt : 20010509 0001090002-01-500043.hdr.sgml : 20010509 ACCESSION NUMBER: 0001090002-01-500043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPCO ENERGY INC CENTRAL INDEX KEY: 0000354767 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840846529 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-10157 FILM NUMBER: 1625609 BUSINESS ADDRESS: STREET 1: 2922 EAST CHAPMAN AVENUE STREET 2: SUITE 202 CITY: ORANGE STATE: CA ZIP: 92869 BUSINESS PHONE: 7142888230 MAIL ADDRESS: STREET 1: 216 16TH ST STE 730 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: ALFA RESOURCES INC DATE OF NAME CHANGE: 19920703 8-K 1 cp8k401.txt 8-K CURRENT REPORT U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Act of 1934 April 27, 2001 ---------------------------------------------------------- Date of Report (date of earliest event reported) Capco Energy, Inc. ---------------------------------------------------------------- Exact Name of Registrant as Specified in its Charter Colorado 0-10157 84-0846529 - - --------------------------- --------------------- --------------------- State or Other Jurisdiction Commission File IRS Employer of Incorporation Number Identification Number 2922 East Chapman Avenue, Suite 202 Orange, California 92869 ----------------------------------------------------------------------- Address of Principal Executive Office, Including Zip Code (714) 288-8230 ------------------------------------------------------------------ Registrant's Telephone Number, including Area Code ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (a) On April 27, 2001, the Registrant acquired all of the outstanding stock of Meteor Enterprises, Inc. ("Meteor"). The closing was effective as of April 27, 2001. Meteor is a petroleum marketing and distribution company doing business in New Mexico, Colorado, Wyoming, South Dakota, Nevada, Utah, Montana, Nebraska and Idaho. Meteor Industries, Inc, the sole shareholder of Meteor, received consideration of $5,500,000, consisting of $4,697,501 in cash paid at closing, $302,499 in the form of 100,833 shares of common stock of Meteor Industries, Inc., and a promissory note issued by the Registrant in the principal amount of $500,000 payable nine months after the closing date of this transaction. The Registrant was an approximate 30% shareholder of Meteor Industries, Inc. prior to this transaction. Three directors of the Registrant, Ilyas Chaudhary, Dennis Staal and Irwin Kaufman, were also directors of Meteor Industries, Inc. at the time the agreement was entered into and closed. The amount of consideration given was determined based on negotiations between the parties. The transaction was approved by the shareholders of Meteor Industries, Inc. at a meeting held on March 27, 2001. Meteor's assets include cash, accounts receivable, inventory and distribution centers located in New Mexico, Wyoming, Nevada, and Colorado. Meteor's total revenues were $196,800,000 for the year ended December 31, 2000. The Registrant used proceeds from its recent sales of marketable securities and from short term borrowings to make the acquisition. (b) The Registrant will continue to operate Meteor as a subsidiary in the petroleum marketing and distribution industry. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements. Financial statements of Meteor, which are not included in this report, will be filed by amendment within 60 days. (b) Pro forma financial information. Pro forma financial information, which is not included in this report, will be filed by amendment within 60 days. 1 (c) Exhibits Exhibit No. 10.1 Stock Purchase Agreement, Incorporated by dated January 30, 2001, by and reference to between Capco Energy, Inc. and Form 8-K of Meteor Industries, Inc. Meteor Industries, Inc. dated February 13, 2001 (SEC File No. 0-27698) Exhibit No. 10.2 First Amendment to Stock Purchase Filed herewith Agreement dated April 27, 2001, electronically by and between Capco Energy, Inc. and Meteor Industries, Inc. 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. CAPCO ENERGY, INC. Dated: May 7, 2001 By:/s/ Dennis R. Staal ---------------------- Dennis R. Staal Chief Financial Officer EX-10.2 2 cpex102.txt AMENDED STOCK PURCHASE AGREEMENT EXHIBIT 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "First Amendment") is made by and between Capco Energy, Inc., a Colorado corporation ("Purchaser") and Meteor Industries, Inc., a Colorado corporation ("Seller"). WHEREAS, Meteor Industries, Inc. and Capco Energy, Inc. executed a Stock Purchase Agreement, dated January 30, 2001 (the "Stock Purchase Agreement"), pursuant to which Purchaser is to acquire all of the issued and outstanding stock of Meteor Enterprises, Inc. ("MEI"), a wholly owned subsidiary of Seller; WHEREAS, Purchaser now desires to pay a certain portion of the Purchase Price (as defined in the Stock Purchase Agreement) with a note instead of cash; WHEREAS, the parties have discovered that Exhibit B to the Stock Purchase Agreement is incomplete and does not include the property, currently operated by Meteor Marketing, Inc., located at 28599 Highway 34, Brush, Colorado, also referred to as "Petrostop" and whereas the parties now wish to add Petrostop to Exhibit B; WHEREAS, Purchaser and Seller now wish to amend the provisions of the Stock Purchase Agreement as set forth below: NOW THEREFORE, in consideration of the mutual promises, covenants, provisions and representations contained herein and in the Stock Purchase Agreement, the parties hereto agree as follows: 1) Capitalized terms shall have the meanings set forth herein. Capitalized terms not defined herein shall have the meanings set forth in the Stock Purchase Agreement. 2) Section 1.2 of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: 1.2 EFFECTIVE DATE AND CLOSING. The effective date (the "Effective Date") of this transaction shall be immediately preceding the closing of the merger between activeIQ Technologies, Inc. and the Seller (the "Merger") pursuant to an Agreement and Plan of Merger dated January 11, 2001. The closing of the transactions contemplated herein (the "Closing") shall occur at a mutually agreeable time and place, but in no event later than April 30, 2001 or such later date as Seller and Purchaser may mutually agree. 3) Section 1.4 of the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: 1.4 PAYMENT OF PURCHASE PRICE. The total Purchase Price shall be paid as follows: 1.4(a) At Closing, Purchaser shall deliver to Seller (i) a note, in the principal amount of $500,000 and bearing interest at a rate of 10% per annum, together with a stock pledge agreement in substantially the forms attached to this First Amendment as Annex A, (ii) cash in the amount of $4,697,501 by certified check or wire transfer of immediately available funds, and (iii) 100,833 shares of Meteor Industries, Inc., common stock owned by Purchaser. 4) Exhibit B to the Stock Purchase Agreement is hereby replaced with the Revised Exhibit B attached hereto. 5) Except as specifically modified herein, the parties agree to abide by and be bound by all the original terms and conditions of the Stock Purchase Agreement including any attachments thereto. 6) This First Amendment may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. AGREED TO AND ACCEPTED this 27th day of April, 2001. PURCHASER: CAPCO ENERGY, INC. By: /s/Ilyas Chaudhary ---------------------- Ilyas Chaudhary, President SELLER: METEOR INDUSTRIES, INC. By: /s/Edward J. Names ----------------------- Edward J. Names, President -----END PRIVACY-ENHANCED MESSAGE-----