Current Report Filing (8-k)
May 13 2015 - 5:17PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): |
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May 7, 2015 |
INTERCORE, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other
jurisdiction of incorporation) |
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000-54012
(Commission
File Number) |
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27-2506234
(I.R.S. Employer
Identification No.) |
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1615 South Congress Avenue - Suite 103
Delray Beach, FL 33445
(Address of principal
executive offices) (zip code) |
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(561) 900-3709
(Registrant’s telephone number, including
area code) |
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(Former name or former address, if changed since last report.) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 – REGISTRANT’S
BUSINESS AND OPERATIONS
Item 1.03 Bankruptcy
or Receivership
As
previously announced in our Form 8-K filed with the Commission on April 13, 2015, on April 7, 2015, InterCore Canada Research Inc.
("ICR"), (formerly SRG International, Inc., and one of InterCore, Inc.’s wholly-owned Canadian subsidiaries), filed
a Notice of Intention with the Superior Court (Commercial Division – In matters of Bankruptcy and Insolvency) of the District
of Montreal, Province of Quebec, Canada, to make a proposal pursuant to the provisions of the Canadian Bankruptcy and Insolvency
Act. The matter is entitled In the Matter of the Notice of Intention to Make a Proposal of InterCore Canada Research Inc.,
Debtor, and Ernst & Young Inc. (Martin Rosenthal, CPA, CA CIRP, Designated Person), Trustee, Case No. 500-11-048541-151. The
primary purpose of this filing was to maintain the status quo with respect to ICR’s assets and business, give us the ability
to investigate reports by certain members of ICR’s staff regarding the potential misuse of funds by certain members of ICR’s
former senior management team, and, if necessary, provide us with the ability to restructure the Company. As a result of the filing,
we were afforded the opportunity to prepare a proposal to reorganize ICR and present it to the Court by May 7, 2015. Approval by
the Court of such a proposal would remove ICR from the current proceedings.
On
May 7, 2015, we filed a motion with respect to, and the Court approved, a First Order Extending the Time to File a Proposal and
Authorizing Various Charges on the Assets of the Debtor (the “First Order”). The First Order extended the time we have
to make such a proposal until June 19, 2015. As in the initial period, during this extension period all material actions of ICR
must be approved by the Court and/or the Trustee (Ernst & Young, Inc.) and no legal proceedings may be instituted against ICR.
As part of the filings with Court, ICR stated that it is insolvent since it is unable to meet its obligations as they generally
become due and the current assets of ICR are not currently sufficient to pay all of its obligations, due or accruing. In the First
Order, the Court has approved, among other things, that we may loan ICR up to $750,000 to fund the ongoing operations of ICR and
to pay such other amounts as are permitted by the terms of the First Order.
With
respect to our management’s investigation of the accusations of the potential misuse of funds, the current limited
management and financial resources of InterCore have been focused on (i) ensuring that all available evidence of
possible misuse of funds has been preserved in an appropriate manner to support a forensic investigation, and (ii) preserving
the integrity of ICR’s business going forward, including employing staff and maintaining existing, and developing new,
relationships with potential customers.
Additionally,
Mr. Claude Brun and Ms. Danielle Beauchamp previously held the positions of President/Chief Executive Officer and Secretary of
ICR, respectively. They have been dismissed from those positions by InterCore, acting through ICR’s Board of Directors, and
have had no involvement with the affairs of ICR since the date of the initial filing with the Court. Mr. Brun and Ms. Beauchamp
are also members of the Board of Directors of InterCore. However, they have had no involvement with the affairs of InterCore since
the date of the initial filing with the Court.
As
previously announced in our Form 8-K filed with the Commission on April 13, 2015, ICR's corporate and business decisions as well
as day-to-day operations are under the direct control of InterCore’s executive management team.
As
more information becomes available and this matter progresses, we will make additional filings to announce such developments.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May 13, 2015 |
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InterCore, Inc. |
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a Delaware corporation |
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/s/ James F. Groelinger |
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By: James F. Groelinger |
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Its: Chief Executive Officer |
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