-----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, WDzc5vtl59eA5hK4nlUAfIdO3KZk5YvMNW9Qzf6faMSPkEXAjwNbd7l4QK3XOv08 1Hdp7THy152tNQVIMoQjIA== 0000950147-97-000014.txt : 19970115 0000950147-97-000014.hdr.sgml : 19970115 ACCESSION NUMBER: 0000950147-97-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LITTLE PRINCE PRODUCTIONS LTD CENTRAL INDEX KEY: 0000318958 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 133045713 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09455 FILM NUMBER: 97505728 BUSINESS ADDRESS: STREET 1: 555 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129861110 MAIL ADDRESS: STREET 1: 38 SOUTH AUDLEY STREET STREET 2: MAYFAIR LONDON ENGLAND W1Y 5DH 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. 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: December 31, 1996 Atlantic Industries, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Colorado 0-9455 13-3045713 --------- ----------- ------------- (State of (Commission (IRS Employer incorporation) File Number) Identification No.) 38 South Audley Street, London, England W1Y 5DH ----------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 011-44171-629-7617 Little Prince Productions, Ltd. ------------------------------------------------------------ (Former Name or Former Address, if Change Since Last Report) Item 2. Change in Control Since 1994, the Patchouli Foundation ("Patchouli") has made loans to Atlantic Industries, Inc., formerly Little Prince Productions, Ltd. (the "Company"), to cover costs and expenses incurred in connection with various corporate activities, including without limitation, legal, accounting and filing fees incurred in connection with the preparation of the Company's Annual Reports on Form 10-K for the years ended December 31, 1993, 1994 and 1995, proxy statements and state income tax returns. Patchouli is a non-discretionary family trust, governed by Liechtenstein law, set up for the benefit of the family of Adrian P. Kirby, the Chairman of the Board, Chief Executive Officer and President of the Company. Mr. Kirby may be deemed to be a beneficial owner of such shares through the investment and voting powers which Mr. Kirby has over such shares through his position as attorney-in-fact for the administrator of Patchouli. As of December 31, 1996, Patchouli had loaned to the Company $170,000 exclusive of interest (the "Patchouli Loan"). On December 31, 1996, the Board of Directors (the "Board") unanimously authorized the issuance of 1,360,000 shares of the Company's $.01 par value common stock (the "Common Stock" or the "Shares") to Patchouli in payment for the Patchouli Loan and all interest thereon. As a result of this exchange, Patchouli became the beneficial owner of 51.4% of Common Stock issued and outstanding. Prior to the exchange Patchouli owned approximately 25% of the Common Stock issued and outstanding. Although the Common Stock currently has no value, the Board valued the Common Stock at a price of $.125 per share for purposes of determining the number of Shares Patchouli would receive as payment for the Patchouli Loan. The Board believed that the offered price of $.125 per share was fair and reasonable to the Company and its shareholders. 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 thereunto duly authorized. ATLANTIC INDUSTRIES, INC. Date: January 14, 1997 By: /s/ Peter N. Chapman -------------------------------- Peter N. Chapman, Director and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----