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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
NOVEMBER 14, 2000
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(Date of Report)
SILVER RAMONA MINING COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 820290939
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
211 WEST ELDER AVENUE, KELLOGG, IDAHO 82837
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(Address of principal executive offices)
(208) 786-7572
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(Registrant's telephone number, including area code)
NONE
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
ITEM 5. OTHER EVENTS.
GENERAL
As of May 9, 2000, Silver Ramona Mining Company, a Delaware corporation (the
"Company"), its wholly-owned subsidiary, Achievement Tec Acquisition
Corporation, a Delaware corporation ("Acquisition"), and Achievement Tec, Inc.,
a Delaware corporation ("Achievement Tec"), entered into an Agreement and Plan
of Merger, subsequently amended by a certain Addendum to Agreement and Plan of
Merger, dated as of July 1, 2000, among the Company, Acquisition and Achievement
Tec (as amended, the "Merger Agreement"), whereby Acquisition will merge with
and into Achievement Tec pursuant to the law of the States of Delaware and Texas
and Achievement Tec will be the surviving corporation(the "Merger"). Pursuant to
the Merger Agreement, the holders of capital stock of Achievement Tec will
receive an aggregate of 7,000,000 shares of common stock of the Company,
representing 70% of the outstanding common stock of the Company immediately
following such issuance. The last reported bid price for a share of common stock
was $0.0625 on November 10, 2000. Accordingly, as 7,000,000 shares of the common
stock of the Company were issued in connection with the Merger, the Company
estimates the value of the Merger transaction is approximately $437,500.
The following table sets forth information as of the date hereof with
respect to the beneficial ownership of the outstanding shares of common stock of
the Company immediately following the Merger by (i) each person known by the
Company to beneficially own five percent (5%) or more of the outstanding shares;
(ii) the Company's officers and directors; (iii) the Company's officers and
directors as a group; and (iv) the Company's nominee directors.
As used in the table below, the term "BENEFICIAL OWNERSHIP" means the sole
or shared power to vote or direct the voting, or to dispose or direct the
disposition, of any security. A person is deemed as of any date to have
beneficial ownership of any security that such person has a right to acquire
within 60 days after such date. Except as otherwise indicated, the stockholders
listed below have sole voting and investment powers with respect to the shares
indicated.
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NAME AND ADDRESS OF SHARES OF COMMON STOCK PERCENTAGE OF CLASS
BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED (1)
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Dale B. Lavigne* 82,487 0.8%
Box A
Osburn, ID 83849
Lewis J. Lavigne* 78,004 0.8%
HC-01 Box 188
Kellogg, ID 83837
Duane E. Little* 79,929 0.8%
211 West Elder
Kellogg, ID 83837
Robert S. Turnbow* 78,618 0.8%
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211 West Elder
Kellogg, ID 83837
Glenn A. Arbeitman(2) 1,107,685 11.1%
155 First Street
Mineola, NY 11501
Corey Ribotsky(3) 1,224,427 12.2%
155 First Street
Mineola, NY 11501
Richard Berman** 859,613 8.6%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050
Milton Cotter**(4) 3,790,571 37.9%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050
Eric Cotter** 449,965 4.5%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050
Joe C. Lloyd 0 0
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050
All Current Officers and Directors 319,038 3.2%
as a Group (4 persons)
All Nominee Directors 5,100,149 51.0%
as a Group (4 persons)
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* Indicates Current Director
** Indicates Nominee Director
(1) Calculated based upon approximately 10,000,000 shares of common
stock outstanding following the Merger and presumes all shares are
issued pursuant to the Merger.
(2) Includes 455,185 shares owned of record by New Millenium Capital
Partners II, LLC, entities controlled by the referenced individual.
(3) Includes 116,742 shares owned of record by AJW Partners, LLC and
455,185 shares owned of record by New Millenium Capital Partners II,
LLC, entities controlled by the referenced individual.
(4) Includes 1,821,292 shares held by the Cotter 1996 Trust, of which the
referenced
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individual is trustee.
The Board of Directors of the Company presently consists of four members.
The Designated Directors will assume office concurrently with the effective time
of the Merger. This will be accomplished at a meeting by written consent of the
Board of Directors providing that the current directors will resign, such that
immediately following such action, the vacancies will be filled by the
Designated Directors.
The Designated Directors listed below have consented to act as a director
of the Company. The Designated Directors will constitute all of the members of
the Board after they are appointed.
DIRECTORS OF THE COMPANY FOLLOWING THE MERGER
MILTON COTTER has served as Chairman of the Board of Directors, President,
and Chief Executive Officer of Achievement Tec since 1997. In 1963, he joined
the Atomic Energy Commission's and The Department of Defense's nuclear weapons
effort through Sandia Nuclear Weapons Laboratory. In this job, he was part of
the team that handled assessments within companies to establish vendors who
could provide people possessing the abilities to work on high quality and top
secret parts for nuclear weapons. After leaving Sandia in 1968, Mr. Cotter
applied assessment technology into both the Cabot Corporation and the Kane
Miller Corporation, by going into the newly acquired companies and testing the
people to determine who to keep in what jobs, thus resulting in the newly
acquired company performing well as part of the company that acquired them. In
1972, Mr. Cotter became a private consultant to several companies, in
conjunction with a psychological testing firm in Dallas, using standardized
tests available on the marketplace. In 1988, Mr. Cotter assembled a staff to
begin building the computer software in the assessment industry. That technology
has been used to create benchmarks by job category of thousands of jobs within
companies. In 1997, Mr. Cotter used that database of jobs, adding to it, which
has resulted in a database of thousands of jobs based on successful people in
companies across America and Canada. This database is now used across America in
the hiring process by companies of all sizes, as well as Workforce Commissions
in the career direction of people. Because of the success of the system, the
system has since been emulated by testing firms that have come into existence in
the marketplace.
ERIC COTTER is the son of Milton Cotter and has served as the Vice
President of Administration of Achievement Tec since 1985. Mr. Cotter has
overseen the filing of all copyrights, integration work with the systems and
administrative functions of the company, including financial administration,
accounting, bookkeeping, payables, receivables, payroll and taxes. Mr. Cotter
also acts as a liaison between professionals for mergers and acquisitions. Most
recently, he has assumed responsibility for overseeing work related to bringing
up the applicant/job matching system utilized by the greater New York City
Consortium for Worker Education. Mr. Cotter graduated from Baylor University in
1985 with a BBA.
RICHARD BERMAN has over 30 years of experience in private equity,
investment banking and business development/operations. In September, 1998, Mr.
Berman joined Internet Commerce Company (publicly traded on Nasdaq: ICCSA) and
is currently a Director and Chairman of ICC, as well as on the Board of
Directors for U-Cube. For more than 15 years prior to that, Mr. Berman,
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through American Acquisition Company, acted as principal in venture capital and
real estate, as an advisor in mergers and acquisitions and as a source of
funding for small growth companies. He was also the Chairman of Prestolite
Battery, the largest battery producer in Canada, as well as Senior Vice
President of Bankers Trust. Berman holds an MBA from New York University, a JD
from Boston College and a Graduate Diploma from the Hague Academy of
International Law.
JOE C. LOYD has served as President and co-owner of Career Direction,
Inc., a career fair management company specializing in the multi-unit restaurant
industry, since 1993. Prior to Career Direction, Mr. Loyd was the General
Manager of Operations for Tia's Tex-Mex Restaurant chain in Dallas, Texas. Mr.
Loyd's twelve years of operational management experience consisted of employment
with Bennigan's, No. 1 Pearl Street, Tolbert's and Tia's Tex Mex. Prior to
moving to Dallas, Mr. Loyd owned and operated his own restaurant in Oklahoma
City, Oklahoma for three years. Mr. Loyd attended Oklahoma State University from
1977 to 1981.
To the best of the Company's knowledge, none of the Designated Directors
beneficially currently own any equity securities, or rights to acquire any
equity securities of the Company, or has been involved in any transactions with
the Company or any of its directors, executive officers or affiliates, except
for the transactions contemplated by the Merger Agreement and the exhibits
thereto.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY PRIOR TO THE MERGER
The following is certain biographical information with respect to the
members of the Board of Directors and Executive Officers of the Company prior to
the Merger.
ROBERT S. TURNBOW, age 80, is President of the Company and has been a
director since its inception in 1967. For the past five years and previously,
Mr. Turnbow has served as a director of several other small mining companies in
Idaho. He is also a retired motel owner and operator. Mr. Turnbow has over 25
years of mining industry experience.
DALE B. LAVIGNE, age 67, is the Secretary and Treasurer of the Company and
has been a director since its inception in 1967. For the past five years and
previously, Mr. Lavigne worked as an officer and/or director of several mining
companies, including the Metropolitan Mines Corporation. He is also President,
director and major shareholder of Osburn Drug Company of Osburn, Idaho. Mr.
Lavigne attended the University of Montana where he earned a degree as a
pharmacist.
LEWIS J. LAVIGNE, age 73, has been a director of the Company since its
inception in 1967. He has over 25 years of experience in management of the
Company and other small mining enterprises. In recent years, he has also worked
as a director of other small mining companies in Idaho. He is an officer,
director and shareholder of Osburn Drug Company of Osburn, Idaho. Mr. Lavigne
attended the University of Idaho and is a retired metallurgical accountant by
training.
DUANE E. LITTLE, age 60, has been a director of the Company since its
inception in 1967. He has over 25 years of experience in management of the
Company and has worked as a director of other small mining companies. He has
also held the position of Shoshone County Assessor since
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1975. He studied business and applied science at the University of Idaho where
he received a bachelor's degree.
ABOUT ACHIEVEMENT TEC
Achievement Tec provides testing and assessment services for use in the
employment applicant selection process, employee training and development and
career aptitude assessment and placement. These testing and assessment services
are available as software and Internet applications and in traditional paper
formats.
Achievement Tec also offers online services to individuals and employees
across America, in Canada and around the world, and anticipates offering
employee background checking capabilities through the Internet, as well.
Achievement Tec has recently acquired contracts for Tarrant County, Texas,
and the greater New York City area, to provide services matching unemployed
workers with jobs in those geographic areas, and is currently bidding and
negotiating on other contracts in other cities across America.
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The transaction described above is qualified in its entirety by the Merger
Agreement and related documents and subject to various conditions set forth in
the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements at the
date of the filing of this Form 8-K. The required financial statements will be
provided as soon as practicable, but not later than sixty days after the date on
which this Form 8-K must be filed.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
information at the date of the filing of this Form 8-K. The required pro forma
financial information will be provided as soon as practicable, but not later
than sixty days after the date on which this Form 8-K must be filed.
(c) Exhibits.
10.1 Agreement And Plan Of Merger, dated as of May 9, 2000, among
Silver Ramona Mining Company, Achievement Tec Acquisition
Corporation, and Achievement Tec, Inc., as heretofore amended
and supplemented
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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.
DATED: NOVEMBER 9, 2000
SILVER RAMONA MINING COMPANY
BY: /s/ DALE B. LAVIGNE
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NAME: Dale B. Lavigne
TITLE: Secretary
