-----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, RI1PlrOiZkImsVnX8KeGd1vqMSc/YNTA8sI6lpcFo1tEq8eLkFK1iR6ZYAdSbJgn G4Y4FJlaefPcRG7JSsXtDg== 0000950144-95-003538.txt : 19951221 0000950144-95-003538.hdr.sgml : 19951221 ACCESSION NUMBER: 0000950144-95-003538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951215 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951220 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTOR AEROMOTIVE CORP CENTRAL INDEX KEY: 0000830664 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 330254334 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10559 FILM NUMBER: 95602885 BUSINESS ADDRESS: STREET 1: 400 N MARINE AVE CITY: WILMINGTON STATE: CA ZIP: 90744 BUSINESS PHONE: 310-522-5500 MAIL ADDRESS: STREET 1: 7601 CENTURION PKWY SOUTH CITY: JACKSONVILLE STATE: FL ZIP: 32256 8-K 1 FORM 8-K 1 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): Commission File Number: DECEMBER 15, 1995 0-17303 --------------------- VECTOR AEROMOTIVE CORPORATION (Exact name of registrant as specified in its charter) NEVADA 33-0254334 State of Incorporation (I.R.S. Employer Identification Number) 7601 CENTURION PARKWAY SOUTH JACKSONVILLE, FL 32256 (904) 645-0505 -------------- (Address of principal executive offices and telephone number) ----------------------------- 2 ITEM 5. OTHER EVENTS - --------------------- a. Effective November 21, 1995, the Company has received a $1 million advance from its controlling stockholder, V'Power Corporation, and has entered into a Letter Agreement, subject to the execution of definitive agreements, to provide for an additional investment by V'Power. The agreement would result in the issuance of an additional 10 million shares of Common Stock to V'Power at a price of $.45 per share, and the issuance to V'Power for $500,000 of an option for 50 million shares with an exercise price $.45 per share. For additional information concerning the letter of intent, refer to Exhibit 99.1 included herein. b. See Exhibit 99.2 for information contained in the Company's press release issued on December 15, 1995. ITEM 7. EXHIBITS - ---------------- 99.1 Letter of Intent dated November 21, 1995 between V'Power and the Company 99.2 Press release issued on December 15, 1995 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VECTOR AEROMOTIVE CORPORATION Dated: December 15, 1995 By: /s/ D. PETER ROSE ----------------------- D. Peter Rose, President EX-99.1 2 LETTER OF INTENT DATED NOVEMBER 21,1995 1 EXHIBIT 99.1 VECTOR AEROMOTIVE CORPORATION November 21, 1995 V'Power Corporation WISMA KYOEI PRINCE 25th FL Jln. Jend. Sudiman Kav. 3-4 Jakarta 10220 Indonesia Attention: Mr. Sudjaswin E. L., President and Managing Director Re: Purchase of Common Shares of Vector Aeromotive Corporation Dear Sir: This letter will serve as a letter of intent to confirm recent discussions by and between Vector Aeromotive Corporation, a Nevada corporation ("Vector") and you and your representatives (hereinafter "VPC") regarding the proposed purchase by VPC of 10,000,000 Common Shares, par value $.01 per share, of Vector, and certain related matters. The 10,000,000 Common Shares are hereinafter referred to as the "Shares" and the date on which purchase of the Shares is to take place shall be referred to as the "Closing Date" or the "Closing". The Closing shall occur within 90 days from the date hereof, subject to extension if agreed by the parties. 1. The Share Purchase. (a) As a result of discussions between the parties, Vector has determined to offer VPC the right to subscribe to, and purchase, the Shares (the "Share Purchase"). The Shares shall be issued to VPC from the authorized and unissued Common Shares of Vector at the time of the Closing. 2 V'Power Corporation -2- November 21, 1995 (b) The purchase price of the Shares shall be $.45 per share for a total of $4,500,000 (hereinafter the "Purchase Price"). Except as otherwise set forth herein, the Purchase Price shall be paid at Closing by wire transfer. (c) The Shares shall be purchased pursuant to the terms of a definitive Share Purchase Agreement (the "Agreement"). The Agreement shall set forth the terms described in this letter as well as, among other things, representations and warranties of Vector, covenants of Vector, representations and warranties of VPC, conditions precedent to the Closing, provisions regarding indemnification of VPC, and provision for an opinion addressed to VPC from legal counsel to Vector in form and substance satisfactory to VPC and its counsel. 2. Option For Purchase of Additional Common Shares. Contemporaneously with the execution of the Agreement, and whether or not the Share Purchase is consummated, the parties shall enter into an option agreement (the "Option Agreement") whereby VPC shall have the right, but not the obligation, to purchase up to an aggregate of 50,000,000 Common Shares, par value $.01 per share, of Vector for, a purchase price of $.45 per share (hereinafter the "Option Exercise Price"). The Option Agreement shall provide that the option (the "Option") granted therein shall be freely transferable and freely exercisable by VPC at any time commencing on the Closing Date and terminating 12 months from the Closing Date. At the Closing, VPC shall pay, in addition to the Purchase Price, the sum of $500,000 to Vector (the "Option Purchase Price"). The Option Purchase Price shall be deemed consideration given for the Option, but shall be separate and apart from the Option Exercise Price payable on exercise of the Option. 3. Advance. Vector has previously advised VPC that, due to on-going operation requirements, Vector requires urgently an advance against the Purchase Price to meet immediate financial need. VPC has agreed, within three business days of the execution of this Letter of Intent, to provide an advance against the Purchase Price in the amount of $1,000,000 to Vector (the "Advance") pursuant to a promissory note in the form attached as Exhibit A (the "Note"). If the Closing does not take place for any reason within 90 days of the date of this Letter of Intent then, in such event, at VPC's sole option, Vector shall either (a) repay the Note or (b) cause its transfer agent to issue to V'Power 2,222,222 Common Shares, and Vector shall retain the funds represented by the Advance as the purchase price of such Common Shares. If the Closing does take place, the Advance and accrued interest thereon shall be credited by 3 V'Power Corporation -3- November 21, 1995 Vector to the amount of the Purchase Price due and payable by VPC at the Closing. 4. Registration Rights. At the Closing, in addition to executing the Agreement and other ancillary documents described herein, the parties shall execute and deliver to each other a registration rights agreement (the "Registration Rights Agreement") which shall entitle VPC, on or after the Closing Date, to demand that Vector cause to be filed and become effective under the Securities Act of 1933, as amended, a registration statement covering any or all of the Common Shares which VPC or its transferee(s), if any, shall have purchased under the Agreement or may acquire upon exercise of the Option under the Option Agreement. 5. Closing. The parties acknowledge that all elements of the Share Purchase will be required to take place simultaneously (except as otherwise set forth herein) and shall be deemed as a single transaction, and no element shall be deemed to have been completed and no document or certificate shall be deemed to have been delivered until all elements are completed and all documents and certificates are delivered. 6. Expenses, etc. Whether or not the Share Purchase is consummated, Vector hereby agrees to indemnify and hold harmless VPC, its officers, directors, agents or employees from all losses, claims, damages, costs, expenses (including reasonable attorney's fees) or amounts rendered in judgment, concerning or relating to, or arising out of, directly or indirectly, the negotiation, documentation and consummation of the transactions described herein, or any claims or litigation relating thereto. 7. General. The parties acknowledge that this document is a letter of intent and no liability or obligation of any nature is intended to be created between the parties except with respect to the price described in paragraph 1 and 2 of the Shares and the Option and the provisions of paragraph 6. Neither party may terminate this Letter of Intent prior to 90 days from the date hereof. Each party covenants to proceed promptly and in good faith to conclude the arrangements with respect to the Share Purchase, but also acknowledges its understanding that any legal obligation by or among any of the parties shall be only as set forth in the definitive Agreement and ancillary documents. 4 V'Power Corporation -4- November 21, 1995 If the foregoing is acceptable to you, kindly execute duplicate copies of this letter, retain a counterpart of this letter for yourself and furnish a counterpart to the undersigned at the address set forth above. Very truly yours, VECTOR AEROMOTIVE CORPORATION By: /s/ D.P. Rose ------------------------------ Name: D.P. Rose Title: President ACCEPTED this 21 day of November, 1995 V'POWER CORPORATION /s/ Sudjaswin E. L. - ------------------------------------- Name: Sudjaswin E. L. Title: President & Managing Director EX-99.2 3 PRESS RELEASE 1 PRODIGY(R) interactive personal service 12/18/95 3:10 PM Exhibit 99.2 VECTOR DISCUSSING POSSIBLE ADDITIONAL INVESTMENT BY CONTROLLING STOCKHOLDER VECTOR PRESIDENT DISCUSSES FINANCES AND PROSPECTS JACKSONVILLE, Fla., Dec. 15 /PRNewswire/ -- Vector Aeromotive Corporation (Nasdaq: VCAR) announced today that Vector has received a $1 million advance from its controlling stockholder, V'Power Corporation, and has entered into a Letter Agreement, subject to the execution of definitive agreements, providing for an additional investment by V'Power. The agreement would result in the issuance of an additional 10 million shares of common stock to V'Power at a price of $.45 per share, and the issuance to V'Power for $500,000 of an option for 50 million shares with an exercise price of $.45 per share. Resale of these shares would be restricted under the federal securities laws and generally could not be effected in the market without registration or compliance with the two-year holding period required by Rule 144. It is anticipated, however, that V'Power would be granted demand and "piggyback" registration rights with respect to these shares. Vector stated that this advance was in lieu of a $1 million stock option exercise that Vector had previously reported V'Power was making. Vector also stated that it has not reached final agreement with V'Power concerning the additional investment and that the advance could be required to be repaid if no agreement is reached. President D. Peter Rose also had the following comments concerning Vector's projected operations and financial conditions: Discussing Vector's future prospects, Rose said that future profitability is obviously dependent upon a number of factors, including market acceptance of the M12 automobile, product quality, and Vector's production capacity. While Rose confirmed that Vector plans to manufacture and sell 96 M12s during 1996 and 150 during 1997, he pointed out that Vector is still working on the build-up of volume with ongoing recruitment. Due to the uncertainty of these factors, any attempt to project future operating levels or earnings at this time is not possible. Rose did, however, state that Vector currently plans to be operating at a net loss at least through the second quarter of 1996. Rose also stressed that as the company was just entering the production stage of operations, Vector will obviously continue to use working capital. Rose said that although Vector has outstanding options and warrants for approximately 65 million shares of its common stock (not including the 50 million share option currently under discussion with V'Power), which upon exercise, Vector would receive approximately $37 million, there is no guarantee that Vector will receive additional capital through the exercise of these options and warrants. Rose stated that until Vector receives additional funds through Copyright 1995 Prodigy Services Company. All Rights Reserved. 2 PRODIGY(R) interactive personal service 12/18/95 3:10 PM an equity investment, such as the one contemplated by V'Power, it would not satisfy the minimum standards for continued listing on the Nasdaq Small Cap Market, because its stockholders' equity is currently less than $2 million. If Vector receives delisting notice from Nasdaq, it will have 90 days from the notice to correct the deficiency. Vector Aeromotive Corporation will be manufacturing and marketing the all new M12, the only American-built 12 cylinder exotic sports car. Prototypes have been successfully developed to stringent standards, and EPA approval has been achieved with the latest OBD II technology. Vector Aeromotive Corporation is headquartered in Jacksonville, Florida. -0- 12/15/95 /CONTACT: Peter Rose, Vector Aeromotive Corporation, 800-822-7872 or Dan St. Pierre, Corporation Relations Group, 800-444-4980/ (VCAR) Copyright 1995 Prodigy Services Company. All Rights Reserved. -----END PRIVACY-ENHANCED MESSAGE-----