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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 12, 2008
NEXAM ACQUISITION CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 000-53120
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.)
INCORPORATION OR ORGANIZATION)
C/O WILLIAM TAY, PRESIDENT
305 MADISON AVENUE, SUITE 1166, NEW YORK, NY 10165
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
917-591-2648
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(ISSUER TELEPHONE NUMBER)
Not Applicable.
____________________________________________________________
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings")
contain or may contain forward looking statements and information that are
based upon beliefs of, and information currently available to, Registrant's
management as well as estimates and assumptions made by Registrant's
management. When used in the filings the words "anticipate", "believe",
"estimate", "expect", "future", "intend", "plan" or the negative of these terms
and similar expressions as they relate to Registrant or Registrant's management
identify forward looking statements. Such statements reflect the current view
of Registrant with respect to future events and are subject to risks,
uncertainties, assumptions and other factors relating to Registrant's industry,
Registrant's operations and results of operations and any businesses that may
be acquired by Registrant. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
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Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform
these statements to actual results.
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On or before May 23, 2008 (the "Closing Date"), pursuant to the terms of
a Share Purchase Agreement dated May 12, 2008 (the "Agreement"), G.J. de Klerk,
or his assigns Performance Securities Limited of Suites 1-3 16/F, Kinwick Ctr.,
32 Hollywood Rd. Central, Hong Kong (the "Purchaser"), will purchase 31,340,000
common shares of Nexam Acquisition Corp., a Delaware corporation (the "Company"
or "Registrant") from William Tay, the sole shareholder, officer and director
of the Company.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Pursuant to the terms of a Share Purchase Agreement, Performance
Securities Limited will purchase 31,340,000 shares of the Company's common
stock from Mr. Tay, the sole shareholder, officer and director of the Company.
The total of 31,340,000 shares represents 100% of the Company's issued
and outstanding common stock.
On or before May 23, 2008, Purchaser will pay a Final Payment of
US$53,955 in cash to Mr. Tay, for his shares.
Immediately after the Closing, Purchaser will become the "control
person" of the Company as that term is defined in the Securities Act of 1933,
as amended.
As part of the acquisition and pursuant to the Share Purchase Agreement,
the following changes to the Company's directors and officers will occur on May
23, 2008 (the "Closing Date," as defined in the Agreement):
* William Tay will resign as the Company's President, Chief Executive
Officer, Chief Financial Officer, Treasurer and Secretary effective May
23, 2008.
* G.J. de Klerk will be appointed as the Company's President, Chief
Executive Officer, Chief Financial Officer, Treasurer and Secretary
effective as of May 23, 2008.
* William Tay will then resign as a member of the Board of Directors of
the Company.
In connection with this change in control, effective May 23, 2008, the
Company's address will be at P.O. Box 91983, West Vancouver, BC, V7V 4S4,
Canada.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
William Tay will resign as the Company's Director effective May 23,
2008. The resignation is not the result of any disagreement with the Company on
any matter relating to the Company's operations, policies or practices.
William Tay will resign as the Company's President, Chief Executive
Officer, Chief Financial Officer, Treasurer and Secretary effective May 23,
2008.
G.J. de Klerk will be appointed as the Company's President, Chief
Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
effective on May 23, 2008.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
As part of the Acquisition, and as reported on Form 8-K on May 15, 2008,
the Company's Board of Directors approved to change the name of the Company
from "Nexam Acquisition Corp." to "Dutch Oven Gold Group Inc."
The name change was also approved by a majority shareholder vote without
conducting a shareholders' meeting as permitted by the Delaware Corporation
Act.
The effective date of this amendment will take place as soon as the
Company files an amendment to the Company's Certificate of Incorporation, with
the Delaware Secretary of State, and receives a notification from the State of
Delaware that such change had been made in the corporate charter of the
Company, and is on file with the State of Delaware.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
None
(b) Pro Forma Financial Information
None
(c) Exhibits.
10.1 Share Purchase Agreement dated as of May 12, 2008 between
William Tay and G.J. de Klerk.
1.1 Written Consent by the Shareholders of Nexam Acquisition
Corp. to change name to Dutch Oven Gold Group Inc. (herein
incorporated by reference from filing on Form 8-K on May
15, 2008).
1.2 Unanimous Written Consent by the Board of Directors of
Nexam Acquisition Corp. approving name change to Dutch Oven
Gold Group Inc. (herein incorporated by reference from
filing on Form 8-K on May 15, 2008).
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.
NEXAM ACQUISITION CORP.
By: /s/ William Tay
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William Tay
President and Director
Dated: May 19, 2008