-----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, JBFcfAJuQWDFo9ZGzKjv7+JJ0wL2zvWA/xleHNyK281+GLmIAs+2y/cGKGcRePxX 271vmT29Ibx1smElwKiGlA== 0000944209-97-000560.txt : 19970512 0000944209-97-000560.hdr.sgml : 19970512 ACCESSION NUMBER: 0000944209-97-000560 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970508 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970509 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER COMMERCIAL FUNDING CORP /NY/ CENTRAL INDEX KEY: 0000867713 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 133763437 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24940 FILM NUMBER: 97599369 BUSINESS ADDRESS: STREET 1: 6660 RESODA BOULEVARD CITY: RESODA STATE: CA ZIP: 91335 BUSINESS PHONE: 8187760590 MAIL ADDRESS: STREET 1: 6660 RESODA BOULEVARD CITY: RESODA STATE: CA ZIP: 91335 FORMER COMPANY: FORMER CONFORMED NAME: PCF ACQUISITION CORP DATE OF NAME CHANGE: 19941017 8-K 1 FORM 8-K 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) May 8, 1997 -------------------------- Pioneer Commercial Funding Corp. - ---------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New York 0-24940 13-376343 - ---------------------------------------------------------------------------- (State of Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 6660 Reseda Blvd., Reseda, CA 91335 - ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (818) 776-0590 -------------------------- - ---------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS At a special meeting of shareholders of the Registrant held on May 8, 1997, the shareholders approved an amendment to the Registrant's Certificate of Incorporation (the "Amendment") increasing the authorized capital stock of the Registrant from 5,000,000 shares of common stock, par value $.01 per share ("Common Stock"), to 20,000,000 shares of Common Stock. Upon the filing of the Amendment with the New York Secretary of State, $1.8 million principal amount of the Registrant's convertible notes (the "Notes") will automatically be converted into 1,800,000 shares of Common Stock. Reference is made to the Registrant's Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 1997, a copy of which is filed as exhibit 99.1 to this current report, for additional information relating to the issuance of the Notes and the Amendment. ITEM 7. EXHIBITS Exhibit 99.1 The Registrant's Report on Form 8-K previously filed with the Securities and Exchange Commission on March 5, 1997. SIGNATURES Pursuant to the requirement 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. PIONEER COMMERCIAL FUNDING CORP. Date: May 8, 1997 By: /s/ M. Albert Nissim -------------------------- M. Albert Nissim President EX-99.1 2 FORM 8-K FILED MARCH 5, 1997 EXHIBIT 99.1 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) February 28, 1997 ----------------- Pioneer Commercial Funding Corp. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New York 0-24940 13-3763437 - -------------------------------------------------------------------------------- (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 6660 Reseda Blvd., Reseda, CA 91335 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (818) 776-0590 ----------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 1. Change in Control of Registrant A change in control of the Registrant has occurred as a result of the completion of a private placement of securities by the Registrant on February 28, 1997 (the "Private Placement"), as more particularly described below: 1. Leedan International Holdings B.V. ("Leedan"), an affiliate of an existing shareholder of the Registrant, acquired control of the Registrant. 2. For consideration of $2,500,000 paid by Leedan, of which $2,300,000 were personal funds of Leedan and $200,000 constituted a loan, for a term of 6 months, bearing an annual interest equal to the Libor, which was made to Leedan by Leedan Businesses Enterprise Ltd., an indirect parent company of Leedan, Leedan acquired the securities of the Registrant as described below. 3. As a result of its acquisition of securities of the Registrant, Leedan directly, and indirectly, through its affiliate, owns 1,551,136 shares of the Registrant's common stock, par value $.01 per share ("Common Stock"), out of 3,642,272 shares of Common Stock that are currently issued and outstanding. The Common Stock is the only class of voting stock of the Registrant. 4. Pursuant to the Private Placement, the Registrant sold to eight investors, including Leedan, 2,200,000 unregistered and restricted shares of Common Stock for a purchase price of $1.00 per share and $1,800,000 principal amount of convertible notes (the "Notes"). Leedan acquired 1,375,000 shares of Common Stock and $1,125,000 principal amount of Notes. The Notes shall be automatically converted into shares of Common Stock upon the filing of an amendment to the Registrant's certificate of incorporation, which will increase the authorized stock of the Registrant to a number sufficient to permit full conversion of the Notes at a conversion rate of one share of common stock for each $1.00 principal amount of Notes. 5. Based on the conversion rate of $1.00 principal amount of Notes into one share of Common Stock, Leedan beneficially owns, directly and indirectly, 49% of the outstanding voting securities of the Registrant. 6. Prior to the Private Placement, the major shareholder of the Registrant was Ms. Tamar Lieber, who owned 22.7% of the shares of Common Stock that were outstanding at such time. Item 7. Exhibits Exhibit 99.1 Press Release of the Registrant, dated February 28, 1997 Exhibit 99.2 Subscription Agreement between the Registrant and Leedan Exhibit 99.3 Convertible Promissory Note, dated February 27, 1997 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. PIONEER COMMERCIAL FUNDING CORP. By: /s/M. Albert Nissim ----------------------- M. Albert Nissim President Date: March 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----