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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
Date of Report(Date of earliest event reported) December 4, 2000
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Advanced Technology Industries, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23761 33-0751685
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Taubenstrasse 20, D-10117, Berlin, Germany 10117
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(Address of principal executive offices) (Zip Code)
Registrants's telephone number, including area code 011 49 30 201 7780
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
ERBC Holdings Limited ("ERBC") had loaned the issuer money from time to
time for the operations of ATI and to provide ATI with working capital which
loans currently total in excess of the sum of $1,560,000, excluding interest.
ERBC is a corporation wholly owned by Kurt Seifman ("Seifman").
Issuer requested that ERBC convert $1,560,000 of said debt into
13,054,393 shares of ATI stock in full satisfaction of $1,560,000 of the
previously contracted debt. ERBC was willing to do so and on December 4, 2000
ERBC and issuer entered into an agreement providing that $1,560,000 of the
previously contracted debt consisting of principal only on money loaned to
issuer would be converted to 13,054,393 shares of the common stock of issuer
extinguishing and satisying $1,560,000 of said debt (the "Agreement"). The
Agreement is attached as an exhibit to this report. The Agreement prohibits ERBC
from transferring or conveying the shares for a period of two years from the
date of the Agreement.
The Board of Directors of issuer determined that it was in the best
interest of the issuer to enter into the Agreement. The conversion reduces the
debt service of the issuer and converts debt to equity thereby strengthening the
balance sheet of issuer.
The parties agreed that the conversion ratio would be approximately
8.37 shares of $.0001 common stock for each $1 of debt converted. The conversion
ratio was arrived at by taking the average closing bid price of the issuer's
$.0001 par value common stock on the OTC Bulletin Board for the five trading
days ended November 30, 2000 which was approximately $.32 per share and
discounting that figure by 62.5 percent. The discount was determined based on
information received from an investment banking firm retained by both ERBC and
issuer that under its general guidelines for purposes of conducting valuation of
restricted stock which had a two year holding period, a discount of 62.5% from
the current trading price is appropriate.
As of October 31, 2000 there were 16,335,911 shares of the $.0001 par
value common stock outstanding. After the conversion of the ERBC debt there will
be a total of 28,850,304 shares outstanding. Seifman individually owns 4,184,940
shares of the stock and has an option to purchase an additional 125,000 shares
for a total beneficial ownership of approximately 14.9% after the conversion.
ERBC will own approximately 45.5% of the outstanding common stock after the
conversion. The combined ownership percentage of Seifman and ERBC will be
approximately 60.4%
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(c) Exhibits.
10.16. Conversion Agreement between ERBC Holdings Limited
and issuer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 13, 2000 ADVANCED TECHNOLOGY INDUSTRIES, INC.
/S/ Hans Joachim Skrobanek
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Hans Joachim Skrobanek, President and Chief
Executive Officer
