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):July 15, 1998
Safe Alternatives Corporation of America, Inc.
(Exact name of registrant as specified in its charter)
Florida 000-21627 06-1413994
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification No.)
27 Governor Street, Ridgefield, Connecticut 06877
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(Address of principal executive offices) (Zip Code)
(203) 438-8144
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On July 15, 1998, the Registrant announced that it had entered into an
agreement to acquire substantially all of the assets of Norfield Corporation,
and issued the press release attached hereto as an exhibit, which is
incorporated herein by reference.
Item 7. Exhibits.
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Exhibit No. Description
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99.1 Press release dated July 15, 1998
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SIGNATURE
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.
Safe Alternatives Corporation of America, Inc.
(Registrant)
Dated: July 15, 1998 By: /s/ Richard J. Fricke
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Richard J. Fricke
President
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated July 15, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
July 15, 1998
RIDGEFIELD, CT -- Safe Alternatives Corporation of America, Inc.
("SAC") (OTCBB: SACA) announced today the signing of an agreement for the
purchase of the assets of Norfield Corporation, a Connecticut corporation with
offices in Danbury, Connecticut. These assets shall include all of the business
and assets used by Norfield in the conduct of its business, including the lease
on its manufacturing facility. The assets will also include intangibles such as
customer lists, technical information, goodwill and intellectual property.
Norfield is currently operating under Chapter 11 of the Bankruptcy Code, with
the protection of the Bankruptcy Court of the district of Connecticut,
Bridgeport Division, whose approval will be necessary to conclude the
acquisition. Norfield entered Chapter 11 in June 1996 due to litigation
involving Lunn Industries, its previous owner. This litigation is now resolved,
and with the Bankruptcy Court's approval Norfield expects to be permitted to
dispose of its operating assets. The purchase price will be made up of cash and
loan notes, a portion of which will be paid out conditional upon the financial
performance of the Norfield assets during 1999. Norfield has represented to SAC
that it had gross sales of approximately $2,500,000 for the year ended December
31, 1997, and an operating loss of approximately $235,000. These figures have
not yet been audited by SAC's auditors and should not be relied upon prior to
the completion of such an audit.
Norfield's proven proprietary technology for the thermoplastic
processing of recycled extruded plastic sheeting into a lightweight honeycomb
form (Norecore) has broad application in the transportation, construction and
stone industries. Norfield has developed new proprietary panels called Norstone
and Norcrete which combine the beauty and durability of natural stone and
concrete with the strength and environmental benefits of Norcore. SAC welcomes
these new products to its current stable of NaturalCool(TM), Ameristrip(TM), and
foam products.
Norfield licensed its technology to a Japanese machinery manufacturer
in 1995 and has recently entered into a licensing arrangement with a large
Italian machinery manufacturer, Benetti Impianti, pursuant to which Norfield has
become a 25% owner of the new entity, Norcore International based in Carrara,
Italy. Norfield is supplying the completed panels to this venture until the
Norecore International manufacturing operation is operating at full capacity. If
the Norfield transaction is consummated SAC will succeed to both of these
licensing arrangements.
Upon consummation of the acquisition, SAC will sign a two-year
employment agreement with the current owner and chief executive of Norfield, Mr.
Edwin Phelps, to ensure his considerable expertise and dynamism is available to
contribute to strategic growth. Mr. Phelps, with whom SAC has had contact for a
number of years, has built a talented team of 20 individuals with long
experience in the industry who are expected to be retained by SAC, to provide
continuity for the Norfield business. SAC is fortunate to be inheriting a proven
team of committed professionals. SAC is also very pleased that Mr. Phelps has
consented to join the Board of SAC where his industry knowledge and management
experience will be of great value. It is expected that Norfield initially will
be operated as a separate division of SAC. Nevertheless SAC anticipates
realizing significant cost savings through the integration of the separate
finance and marketing functions, while location of SAC's R&D would ideally be
handled out of Danbury.
SAC believes that its foam product will significantly complement the
fire retardant and sound reduction qualities of Norcore to expand demand for the
products in the marketplace. The bringing
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together of the two entities combines the extensive engineering and research
capability of Norfield with the financial and marketing skills of SAC. It is
SAC's intention to assist Norfield with the introduction of a new proprietary
machine, a prototype of which has been running successfully. SAC will also
assist in the expansion of production and will support growth in Norfield's
sales and marketing initiatives.
SAC, as a committed, environmentally friendly company, is excited at
the prospect of acquiring the assets of Norfield, whose main product is derived
from recycled plastic. Norfield in turn recycles its plastic trimmings and
by-product as a good corporate citizen.
For further information about SAC and its products, please visit the
SAC web site at www.safealternatives.com or www.ameristrip.com, or contact
Richard J. Fricke at (203) 438-8144 extension 12.
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