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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 8, 1997
Sloan Electronics, Inc.
(Exact name of Registrant as specified in charter)
Delaware 0-28772 35-1990559
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2527 Monterey St., Sararota, Florida 34231
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (941) 925-2286
MAS Acquisition I Corp.
1922 North Bedford Ave.
Evansville, Indiana 47711
(Former name or former address, if changed, since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change in control of the registrant occurred on December 5, 1997
pursuant to the terms and conditions of an Agreement of Merger (the
"Agreement") dated November 18, 1997 between MAS Acquisition I Corp.,
a Delaware corporation (the "Company") and Sloan Electronics, Inc.,
a Florida corporation ("Sloan"), which provided for the merger of
Sloan with and into the Company as the surviving entity, pursuant to
a tax-free reorganization in accordance with Section 354 and 368 of
the Internal Revenue Code of 1986, as amended.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
MAS Acquisition I Corp., (the "Company") entered into an Agreement of
Merger (the "Agreement") with Sloan Electronics, Inc. ("Sloan") on
November 18, 1997, whereby Sloan has merged into the Company and the
Company has changed its name to Sloan Electronics, Inc. Pursuant to the
terms of the Agreement, each common share of Sloan was converted
into 2.31 common shares of the Company. A total of 3,561,500 shares of
common share of Sloan was converted into 8,227,070 restricted common
shares of the Company. In addition the Company has accepted the return,
and cancelled, 7,680,083 shares of Common Stock issued to MAS Financial Corp.
The Company has issued 91,102 restricted common shares as finder's fee.
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As result of the merger, S. M. Ward Co., 225 West 34th St., New York, NY
10122 is the new certifying accountant of the Company. S. M. Ward Co.
has been the certifying accountant of Sloan Electronics, Inc. prior to
the merger with and into the Company.
1) The former certifying accountant of the Company, Winter, Scheifley &
Associates, P.C. was not retained by the Company during 1997.
2) The decision to change accountants was approved by the board of directors.
3) The former accountant's reports on th financial statements since inception
on July 31, 1996 to December 31, 1996 did not contain an adverse opinion or
a disclaimer of opinion, nor was qualified nor modified as to uncertainty,
audit scope, or accounting principles.
4) Since inception on July 31, 1996 to December 18, 1997, there was no
disagreement nor "reportable event" with the former accountant.
ITEM 5. OTHER EVENT.
Not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Pursuant to the terms of the Agreement, the Company has accepted the
resignation of the Board of Directors and Officers, as of December 5, 1997,
consisiting of Aaron Tsai, John Tsai, and Chia-Lun Tsai and appointed
Larry Provost, Paul Sloan, Lester Cohen, Michael Solomon and James Vondra.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
The financial statements required by Item 7(a) of Form 8-K are not
being filed herewith. The registrant will file such financial
statements pursuant to an amendment hereto in accordance with Item 7
of Form 8-K.
Exhibit Number Description
2.0 Agreement of Merger
2.1 Article of Amendment
16.0 Letter from Former Certifying Accountant
99.1 Form of Offshore Securities
Subscription Agreement
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ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On December 18, 1997, the Company began an offshore distribution of up to
5,000 shares of common stock. David Guevara and Ash Mathur are acting as
placement agents. The offshore offering is being made pursuant to
Regulation S of the Securities Act of 1933. The Company and the placement
agents will distribute 50 shares of common stock each to no more than
100 non-U.S. persons.
The Company will escrow the shares of common stock during the 40 days
restriction period from the completion date of this offering and will
not send stock certificate or register any trasfer of shares until the
end of the restriction period.
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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.
Date: December 18, 1997
Sloan Electronics, Inc.
By: /s/Paul Sloan
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Paul Sloan, President
and Director
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EXHIBIT 2.0
STATE OF DELAWARE
AGREEMENT OF MERGER
AGREEMENT OF MERGER
BETWEEN
(A Delaware Domestic Corporation)
AND
(A Foreign Corporation)
(State of Incorporation)
This Plan and Agreement of Merger made and entered into on the 18th day
of November, 1997, by and between MAS Acquisition I Corp., a Delaware
Corporation, and Sloan Electronics, Inc., a Florida Corporation.
WITNESSETH:
WHEREAS, the Delaware Corporation is a Corporation organized and
existing under the laws of the State of Delaware, its Certificate of
Incorporation having been filed in the Office of the Secretary of State of the
State of Delaware on July 31, 1996; and
WHEREAS, the Florida Corporation is a corporation organized and existing
under the laws of the State of Florida; and
WHEREAS, the aggregate number of shares which the Delaware Corporation
has authority to issue is 100,000,000; and
WHEREAS, the Board of Directors of each of the constituent corporations
deems it advisable that the Florida Corporation be merged into the Delaware
Corporation on the terms and conditions hereinafter set forth, in accordance
with the applicable provisions of the statutes of the States of Delaware and
Florida respectively, which permit such merger;
NOW, THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Delaware Corporation and
the Florida Corporation, by their respective Boards of Directors, have agreed
and do hereby agree, each with the other as follows:
ARTICLE I
The Florida Corporation and the Delaware Corporation shall be merged
into a single corporation, in accordance with applicable provisions of the
laws of the State of Florida and of the State of Delaware, by the Florida
Corporation merging into the Delaware Corporation, which shall be the surviving
Corporation.
ARTICLE II
Upon the merger becoming effecive as provided in the applicable laws of
the State of Florida and of the State of Delaware (the time when the merger
shall so become effective being sometimes herein referred to as the "EFFECTIVE
DATE OF THE MERGER"):
1. The two Constituent Corporations shall be a single corporation,
which shall be the Delaware Corporation as the Surviving Corporation, and the
separate existence of the Florida Corporation shall cease except to the extent
provided by the laws of the State of Florida in the case of a corporation after
its merger into another corporation.
ARTICLE III
The Certificate of Incorporation of the Delaware Corporation shall not
be amended in any respect by reason of this Agreement of Merger.
ARTICLE IV
The manner of converting the outstanding shares of each of the
Constituent Corporations shall be as follows:
One share of Florida corporation into 2.31 shares of the Delaware
corporation.
IN WITNESS WHEREOF, the Delaware Corporation and the Florida
Corporation, pursuant to the approval and authority duly given by resolutions
adopted by their respective Boards of Directors have caused this Plan and
Agreement of Merger to be executed by an authorized officer of each party
thereto.
(A Delaware Corporation)
BY: /s/ Aaron Tsai
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TITLE OF OFFICER: Aaron Tsai, President
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(A Florida Corporation)
BY: /s/ Paul Sloan
__________________________
Authorized Officer
TITLE OF OFFICER: Paul Sloan, President
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EXHIBIT 2.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
MAS Acquisition I Corp. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of November 18, 1997
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FIRST" so that, as amended, said
Article shall be and read as follows:
The name of the Corporation is Sloan Electronics, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That the said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said MAS Acquisition I Corp. has caused this certificate to
be signed by Aaron Tsai, an Authorized Officer, this 18th. day of November, 1997
BY: /s/ Aaron Tsai
____________________
TITLE OF OFFICER: President
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EXHIBIT 16.0
JAMES E. SCHEIFLEY & ASSOCIATES, P.C.
Certified Public Accountants
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December 30, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: MAS Acquisition I Corp.
Dear Sir/Madam:
Pursuant to the request of the above named company, we affirm that:
(1) We have read the Company's response to Item 4 of Form 8-K dated
December 18, 1997.
(2) We agree with the response.
(3) There have been no disagreements on matters of accounting and
auditing between our firm and the Company.
Sincerely,
/s/ James E. Scheifley & Associates, P.C.
James E. Scheifley & Associates, P.C.
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5299 DTC Boulevard Phone (303) 290-0101
Suite 300 Fax (303) 694-6761
Englewood, Colorado 80111 E-mail JES @henge.com
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EXHIBIT 99.1
Sloan Electronics, Inc.
2527 Monterey St., Sarasota, FL 34231
SUBSCRIPTION AGREEMENT
THE UNDERSIGNED hereby subscribes to receive 50 Shares of Common Stock (the
"Shares") of Sloan Electronics, Inc. (the "Company"), a Delaware corporation,
as a gift. In this regard, the total Shares is valued at an undetermined
amount.
REPRESENTATION BY THE SUBSCRIBER:
1. The Subscriber / Purchaser hereby certify that he or she is not a U.S.
person and is not acquiring the Securities for the account or benefit of a
U.S. person other than persons who purchased Securities in transactions
exempt from the registration requirements of the Securities Act;
2. The Subscriber / Purchaser also agrees only to sell the Securities in
accordance with the registration provisions of the Securities Act or an
exemption therefrom, or in accordance with the provisions of the Regulation;
3. The Securities being acquired are "Restricted Securities" as that term
is defined in Rule 144 of the Rules and Regulations adopted by the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, and not with a view to the distribution thereof by public sale or
other disposition. The Subscriber does not intend to subdivide Subscriber's
acquisition with anyone;
4. The Subscriber understands and acknowledges that the restriction period
for the Shares is 40 days from the completion date of the offering and the
Company did not make any determination as to the value of the Shares;
5. The Subscriber understands that it must bear the economic risk of the
investment for an indefinite period of time because the Securities have
not been registered under the Securities Act of 1933, as amended, or any
state securities laws, and therefore, cannot be sold unless it is
subsequently registered under the Act and any state securities laws, or
unless exemption from such registrations are available;
6. The Subscriber understands that the Company will refuse to register
any transfer of Securities not made in accordance with the provisions of
the Regulation. The Subscriber agrees that all certificates representing
Securities will contain the following legend or a substantial equivalent:
"THE SECURITIES REPRESENTED BY THE CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED
SECURITIES" AS THAT ITEM IS DEFINED IN RULE 144 UNDER THE ACT. THE
SHARE(S) MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
AN EXEMPTION FROM REGISTRATION, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY";
7. The Subscriber agrees that a stop transfer order prohibiting the
transfer of the Securities will be placed by the Company with its
transfer agent, when and if the shares are issued;
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8. The Subscriber acknowledges and hereby agrees that the Company is
under no obligation to register or qualify the Securities under the
Securities Act of 1933, as amended, and the rules and regulations adopted
thereunder;
9. The Subscriber understands and hereby agrees that the Company will comply
with all valid, applicable Federal and State securities regulations which
may require, among other things, that the Subscriber escrow the Securities;
10. The Subscriber represents and warrants that in connection with the
acquisition of the Securities, the Subscriber has had made available or
accessible to (it)(his)(her), by the Company and its officers and directors,
all information which it has deemed material to making an informed
investment decision to acquire the Securities prior to (its)(his)(her)
subscription in the Securities;
11. The Subscriber represents and warrants that it has not acted as a
Purchaser Representative for any person in connection with this purchase
of Securities by the Subscriber;
12. Indemnification
The Subscriber recognizes that the sale and distribution of the Securities
to him will be based upon his representations and warranties set forth
above and on other written information supplied by the Subscriber to the
Company. The Subscriber agrees to indemnify and to hold harmless the
Company, and its affiliates from and against any and all loss, damage,
liability or expense, including costs and reasonable attorney's fees,
arising out of or based upon any false representation or warranty made
by the Subscriber in this Subscription Agreement and/or any failure by
the Subscriber to fulfill any covenants or agreements set forth herein
or in the other document executed and delivered by him in connection
with this transaction.
The Undersigned requests that the Securities be registered in the name of
the Undersigned at the address below,
Please type or print the following information:
Name:
______________________________________________________________________
Full name of Subscriber as it should appear on schedule of Corporation
Address:_____________________________________
_____________________________________
_________________ _________________ __________________
City Country Zip Code
Intending to be legally bound, the parties hereto have set their hands on
this ___ day of _____, 1997.
____________________________________ _____________________________
Paul Sloan (Signature of Subscriber)
President of Sloan Electronics, Inc.
_____________________________
(Print Name of Subscriber)
