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) November 15, 2002
Voyager Entertainment International, Inc.
(Exact name of registrant as specified in charter)
North Dakota 45-0420093
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4483 West Reno Avenue
Las Vegas, Nevada 89118
(Address of Principal Executive Office) (Zip Code)
(702) 221-8070
(Registrant's Executive Office Telephone Number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Line of Credit
On November 15, 2002, the Company entered into a loan and security agreement
with Mr. Dan Fugal an unaffiliated individual, whereby Mr. Fugal is to
provide a credit facility to the Company in the form of a secured line of
credit not to exceed $2.5 million. Copies of the agreements related to the
line of credit have been filed as Exhibits to this Current Report. Material
terms of the line of credit are as follows:
Availability: An initial $500,000 has been released under the line of
credit, with the additional $2 million conditioned upon:
(i) written verification to the reasonable satisfaction
of Mr. Fugal from a to be determined provider that a
Credit Enhancement has been received by Residential
Resources for the securitization financing being provided
to the Company in the amount of $100 million; and (ii)
written verification to the reasonable satisfaction of
Mr. Fugal that the Company has made application for and
will receive the requisite approvals, permits, variances,
zoning and other permissions from the applicable
governmental agencies of Clark County, State of Nevada
for the construction of the Voyager Project. As of the
date of this current report the Company has not made
application to any agencies in Clark County for approval
of its Voyager project.
Collateral: The line of credit is secured by all of the assets of the
Company and its subsidiaries.
Term: Amounts borrowed pursuant to the line of credit shall be
repaid upon the earlier of: (i) on or before February 15,
2003; (ii) when the development financing has been fully
funded by Residential Resources for the Company; or (iii)
when sufficient funding of development financing has been
secured so the escrow funds can be released to the
Company.
Interest: Interest due on the line of credit shall directly match
the amount of principal borrowed by the Company
(currently $500,000) and will be payable in one lump sum
concurrent with the repayment terms outlined above.
Additional
Consideration: As further consideration for the line of credit the
Company issued Mr. Fugal 300,000 shares of restricted
common stock concurrent with the initial $500,000 draw
and will issue an additional 1,200,000 restricted shares
if and when another disbursement is available to the
Company under the terms of the line of credit.
Further, Mr. Fugal was granted an assignable contract for
the development of communication technologies for the
Voyager Project in an amount of not less than $250,000
and an assignable right of first refusal for the
subcontracting underground utilities work for the Voyager
Project at market rates.
Finders Fees: In conjunction with the receipt of the line of credit,
the Company agreed to remunerate two finders, Kent Norton
and Wade Mitchell. The finders were instrumental in
introducing the Company to Mr. Fugal.
The Company issued Mr. Norton 250,000 shares of
restricted common stock concurrent with the initial
$500,000 draw and will be issued another 1,000,000
restricted shares if and when another disbursement from
the line of credit is available to the Company.
Concurrent with the repayment of all funds due under the
line of credit Mr. Norton will also be paid a cash fee of
$100,000.
Mr. Mitchell was issued an initial 100,000 shares of
restricted common stock concurrent with the initial
$500,000 draw and will be issued another 400,000
restricted shares if and when another disbursement from
the line of credit is available to the Company.
Proxies: As part of the above referenced agreements, Mr. Fugal,
Mr. Norton and Mr. Mitchell irrevocably appointed Richard
Hannigan, president and a director of the Company, as
proxy for their shares. This effectively gives Mr.
Hannigan full power of substitution and authorizes him to
represent the individuals and vote the shares on all
matters pertaining to the operation of the Company, as
such rights are defined in the operating documents of the
Company, as now existing or may be amended, including,
but not limited to the election of the Board of Directors
of the Company at the annual meeting of stockholders.
The appointment as proxy will terminate upon the sale of
the shares by any of the individuals to a non-affiliate,
non-insider or relative of the individuals which sale
will not be consummated for the purpose of terminating
the appointment.
Additional
Collateral: In consideration for and as an inducement to Mr. Fugal in
making the loan to the Company, three entities (TMGLJ,
Inc., T & G Development, Ltd. and Was, Inc.) known by the
Company agreed to transfer, convey and assign certain
units of the Boston Capital Tax Credit Fund IV, L.P. -
Series 28 in the amount of $494,000 to Mr. Fugal, to be
held by him as collateral and security for the timely
payment, performance and discharge by the Company of the
initial $500,000 draw under the line of credit. None of
the entities have been or will be compensated by the
Company for their pledge.
Press Release
On November 19, 2002, the Company issued a press release disclosing the line
of credit. A copy of the release is attached hereto as Exhibit 99.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
EXHIBITS
Exhibit
Number Description
10.1 Loan and Security Agreement
10.2 Revolving Promissory Note
10.3 Pledge Agreement
10.4 Mitchell Finder Fee Agreement
10.5 Norton Finder Fee Agreement
10.6 Mitchell Proxy
10.7 Norton Proxy
10.8 Fugal Proxy
99 Press Release dated November 19, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: November 21, 2002
Voyager Entertainment International, Inc.
By: /s/ Richard Hannigan
Richard Hannigan, President/Treasurer/Director
By: /s/ Myong Hannigan
Myong Hannigan, Secretary