Channel America Television Network Inc · 8-K · For 9/18/95

Filed On 12/21/95   ·   SEC File 0-17752   ·   Accession Number 913906-95-9

Current Report   ·   Form 8-K
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 1: 8-K         Current Report                                         2     16K 

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UNITED STATES           
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            

Commission File Number 0-17752            

Date of Report (Date of earliest event reported) September 18, 1995             

CHANNEL AMERICA TELEVISION NETWORK, INC.      
(Exact name of registrant as specified in its charter)            

Delaware                            13-3396571  
(State or other jurisdiction of         (I.R.S. Employer      
incorporation or organization)         Identification No.)    

397 Post Road                                         
Darien, Connecticut                         06820           
(Address of principal executive offices)    (Zip code)        

Registrant's telephone number, including area code:     (203) 656-1168          

CHANNEL AMERICA TELEVISION NETWORK, INC.                                        

Item 1.  Changes in Control of Registrant                                       

On September 18, 1995, and then as amended on October 10, 1995, the Company     
completed a transaction to sell at least 51% of the Company to EVRO Corporation,
a Florida corporation based in Kissimee, Florida ["EVRO"], together with the    
rights for EVRO to acquire through an escrow arrangement, the remaining 49% of  
Channel America.                                                                

Stock Purchase                                                                  

In accordance with the terms of a Stock Purchase Agreement dated July 13, 1995, 
as amended September 18, 1995, October 10, 1995 and October 26, 1995 by and     
between Channel America and EVRO and as a condition precedent to a merger of    
Channel America into a subsidiary of the EVRO, Channel America issued and       
delivered to EVRO 27,500,000 shares of restricted common stock of Channel       
America, such that EVRO owns a majority of the voting shares and majority       
control of Channel America, and will own at least 51% of the voting shares of   
Channel America upon completion of the debt conversion described below, at a    
purchase price [the "Purchase Price"] equal to $1,000,000.  Such purchase price 
is payable in the form of $200,000 in cash, which was fully paid by EVRO on     
September 28, 1995, and subsequent payments of $800,000, with cash payments of  
$100,000 payable on or before October 30, 1995 and $300,000 payable on or before
November 9, 1995 and $400,000 in the form of a six month promissory note bearing
interest at eight percent per annum.  In the event of default by EVRO with      
respect to payment of any portion of the Purchase Price, and a failure by EVRO  
to cure such default, the shares of Channel America's Common Stock owned by EVRO
will be reduced pro rata with respect to such unpaid Purchase Price.            

Merger                                                                          

EVRO has issued to Channel America shares of EVRO Series H Convertible Preferred
Stock [the "Convertible Shares"] which are convertible into up to 3,000,000     
shares of EVRO Common Stock, in accordance with the terms of an Agreement and   
Plan of Merger and an Escrow Agreement, both dated as of July 13, 1995, as      
amended on September 18, 1995, October 10, 1995 and October 26, 1995 by and     
among Channel America, EVRO and as yet unincorporated subsidiary of EVRO and    
certain key shareholders [the "Key Shareholders"] of Channel America            
constituting a majority of the shareholders of Channel America prior to the     
stock purchase described above.  Such convertible shares shall be held          
in escrow until either (a) the termination of the Merger Agreement, at which    
time the Convertible Shares shall be returned to EVRO; or (b) such time when    
EVRO (i) increases its number of authorized shares of EVRO's Common Stock [the  
"Common Stock"] from 2,500,000 shares to 3,000,000 shares and (ii) register the 
shares of Common Stock to be issued to the shareholders of Channel America upon 
conversion of the Convertible Shares pursuant to an effective Registration      
Statement.  The merger is subject to approval by the shareholders of each of    
EVRO and Channel America in accordance with applicable law.  The parties intend 
to merge Channel America into an as yet unincorporated subsidiary of EVRO in    
exchange for up to 3,000,000 shares of Common Stock of EVRO.  The Merger        
Agreement is subject to termination by EVRO or Channel America if no merger has 
occurred by December 31, 1995.                                                  

Debt Conversion                                                                 

All certificates of merger, all common stock of Channel America owned by the Key
Shareholders [representing the majority of the remaining 49% of ownership of    
Channel America not acquired by the Stock Purchase Agreement], the Convertible  
Shares, and certain other items, as more fully described in the Escrow Agreement
defined above, shall be held in escrow until such time as an aggregate of 90% of
the note holders and holder of preferred stock of Channel America have agreed to
convert such notes and preferred stock, totaling approximately $7,768,533 in    
debt, into restricted common stock of Channel America.  Channel America has     
reserved 22,838,040 shares of its common stock for such conversion.             

Channel America has not completed any filings or proxy solicitations to its     
shareholders, which may be required under federal or state securities laws or   
Delaware corporation law, with respect to the prospective acquisition of Channel
America by EVRO, and may be subject to sanction and penalties as a result of    
such violations.                                                                

CHANNEL AMERICA TELEVISION NETWORK, INC.                                        

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits     

Exhibits                                                                        

(a) & (b) The Company intends to file financial statements of EVRO and pro forma
financial information required by item 7(a) and (b) as soon as is practicable.  

8-K
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SIGNATURE                                                                       

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
Registrant has duly authorized and caused the undersigned to sign this Report on
the Registrant's behalf.                                                        

                            Channel America Television Network, Inc.

Dated:  December 15, 1995       By:/s/ David Post                               

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		7/13/95		1
For The Period Ended		9/18/95		1
		9/28/95		1
		10/10/95		1
		10/26/95		1
		10/30/95		1
		11/9/95		1
		12/15/95		2
Filed On / Filed As Of		12/21/95
		12/31/95		1					NT 10-K
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