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 11, 2002
AMERICAN MILLENNIUM CORPORATION, INC.
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(Exact name of registrant as specified in its charter)
New Mexico 0-10841 85-0273340
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1010 10th Street, Suite 100 Golden, CO 80401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 279-2002
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No Change
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 11, 2002, the Company issued 1,000,000 shares of Series A Non-Voting
Cumulative Preferred Stock, par value $0.001 per share ("Series A Preferred
Stock"), to LISEN, LLC (the "Purchaser") for $2,500,000. Dr. Jerry D. Kennett, a
beneficial owner of more than 10% of the Company's outstanding capital stock, is
a member of the Purchaser.
Holders of the Series A Preferred Stock are entitled to receive cumulative
dividends on each share of Series A Preferred Stock at an annual rate of 12% of
the original issue price per share, payable quarterly, subject to adjustment for
any combination, consolidation, share distribution, or share dividend. The
initial original issue price is $2.50 per share. Dividends are payable for the
term of the Vistar Regional License for South America (the "Vistar License"),
which is 10 years with two five year options. In the event dividends are
declared on the Common Stock of the Company in an amount which exceeds the
dividends declared on the Series A Preferred Stock determined on a Common Share
Equivalent Basis (as defined below), the holders of the Series A Preferred Stock
shall be entitled to an additional dividend so that the total dividends on the
Common Stock and the Series A Preferred Stock are equivalent on a Common Share
Equivalent Basis. Common Share Equivalent Basis shall be determined by comparing
the dividend that would have been or will be declared or paid on the number of
shares of Common Stock into which the shares of Series A Preferred Stock would
have been or will be convertible as of the record date(s) to the dividends which
were paid or will be paid on the Series A Preferred Stock during such 12-month
period.
In the event of a liquidation, dissolution or winding up of the Company, holders
of the Series A Preferred Stock will be entitled to receive the original issue
price per share, as adjusted, with any remaining distributions going to the
holders of the Common Stock. Holders of Series A Preferred Stock are not
entitled to vote with respect to such shares, except that the vote or written
consent of at least 50% of the outstanding shares of Series A Preferred Stock,
voting together as a single class, is required for the Company to incur
long-term indebtedness in a material amount or to amend, alter, change or repeal
any of the powers, designations, preferences or rights of the Series A Preferred
Stock. Each share of Series A Preferred Stock is convertible, at the option of
the holder, into a number of shares of Common Stock equal to the original issue
price, as adjusted, divided by the greater of (i) 30% less than the mean between
the closing sales or bid price, as the case may be, of the Common Stock, as
reported by the National Quotation Bureau, Inc. or the OTC Bulletin Board for
the 20 consecutive trading days immediately prior to the date of conversion, or
(ii) $0.50 per share.
The Company may redeem the Series A Preferred Stock at any time for the original
issue price, as adjusted, plus any accrued dividends upon 30 days' prior written
notice to the holders of the Series A Preferred Stock. The Company will be
required to redeem the Series A Preferred Stock at the original issue price, as
adjusted, upon a sale by the Company of the Vistar License or the business
established to implement the Vistar License, unless otherwise dictated by law or
regulation.
The Company has a right of first refusal with respect to any sales or transfers
of the Series A Preferred Stock, other than a sale or transfer registered under
the Securities Act of 1933 or pursuant to Rule 144 under the Securities Exchange
Act of 1934, or a sale or transfer to any person or group of a number of shares
of Series A Preferred Stock equal to less than 3% of the Company's outstanding
Common Stock, on as converted basis.
Pursuant to a Registration Rights Agreement dated as of October 11, 2002 between
the Company and the Purchaser (the "Registration Rights Agreement"), the
Purchaser has demand registration rights at any time after October 11, 2005 or
in the event of a change of control or insolvency proceedings. The Purchaser may
not exercise its demand registration rights more than once in any 12-month
period or more than twice in the aggregate. The Company has the right to
postpone filing or suspend the use by the Purchaser of the registration
statement for a reasonable period of time, but not in excess of 90 days in any
360-day period. All fees and expenses incurred by the Company in complying with
the Purchaser's rights under the Registration Rights Agreement shall be paid by
the Company.
As additional consideration to the Purchaser, pursuant to the Preferred Stock
Purchase Agreement dated as of October 11, 2002 between the Company and the
Purchaser ("Stock Purchase Agreement"), the Company agreed to transfer 1,680,000
common shares of NSI Global, Inc. ("NSI"). The closing price per NSI common
share on the Toronto Stock Exchange was $0.15 Canadian on October 11, 2002.
Also, under the Stock Purchase Agreement, the Purchaser is entitled to 25%
profit participation in the Company's profits derived from the Vistar License
for South America for the term of the Vistar License. The financial mechanism to
account for profits derived from the Vistar License will be generated by the
Company and provided to the Purchaser.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
4.1 Statement of Determination of Series A Non-Voting Cumulative
Preferred Stock
10.1 Preferred Stock Purchase Agreement dated as of October 11, 2002 between
the registrant and LISEN, LLC
10.2 Registration Rights Agreement dated as of October 11, 2002 between the
registrant and LISEN, LLC
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.
AMERICAN MILLENNIUM CORPORATION, INC.
Registrant
By: /s/ Ronald J. Corsentino
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Name: Ronald J. Corsentino
Title: Chief Financial Officer and
Controller
Dated: October 28, 2002