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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 29, 2000
BECK & CO.
(Exact name of registrant as specified in charter)
NEVADA 000-26607 88-03990828
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State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4055 Digby Drive, R.R. 2, Orillia, Ontario L3V 6H2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (705) 327-8331
Exhibit Index Begins on Page 11
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ITEM 1. CHANGE OF CONTROL OF REGISTRANT
On July 29, 2000, the company acquired all of the outstanding
Common Shares of Greenvolt, Corp., an Ontario, Canada corporation
("Greenvolt"), in a stock for stock exchange wherein the Company
issued 12,435,250 shares of its Common Stock to the existing
shareholders of Greenvolt, in exchange for their Greenvolt shares.
As a part of the transaction, three existing shareholders of Beck &
Co. contributed back to the Company and canceled for no
consideration, 9,600,000 shares of Beck & Co.'s outstanding Common
Stock. In addition, 600,000 new restricted shares of Registrant's
common Stock were issued to a consultant.
As a result of this transaction, the five original shareholders of
Greenvolt, Messrs. Thomas Faul, John Munro, George Coventry,
Douglas Carr and Ulrich Kretchsmar, were issued in the aggregate
12,435,250 shares, which now represents 66.6% of the Company's
outstanding Common Stock.
Effective as of July 29, 2000, the date of the Greenvolt
acquisition closing, the pre-existing Directors of the Registrant
resigned as officers and directors, and concurrently appointed the
following individuals to fill the vacancies and serve on
Registrant's Board of Directors:
Thomas Faul 4055 Digby Drive, R.R. 2, Orillia,
Ontario Canada L3V 6H2
John Munro 4055 Digby Drive, R.R. 2, Orillia,
Ontario Canada L3V 6H2
On the same date, the following persons were appointed to the
following offices:
Thomas Faul President
John Munro Secretary
John Munro Treasurer
John Munro Chief Financial Officer
Biographies on the new Officers and Directors follows:
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THOMAS FAUL, the new President and a Director of Beck & Co.,
has been an independent product design and development
consultant since 1960. Mr. Faul specialized in automotive,
marine and computer controlled equipment. International
clients include Skoda (Czech Republic), Oerlikon Machine
Tools (Switzerland), Audi (Germany), Nestler Corporation
(Germany), Carver Yacht (USA), Century Boat (USA), Dominion
Auto Accessaries (Canada), and Otaco Seating (Canada). Mr.
Faul is one of the founders of Carver Yacht Co. Of Pulaski,
Wisconsin, Faul Coradi Inc. of Skaneateles, New York, and
Teckserve Limited,, of Orillia, Ontario, as well as a number
of other companies. Mr. Faul has his P. Engineering from
Professional Engineers of Ontario, his B.A.Sc. from the
University of Toronto, and his M.A.Sc. from University of
Toronto.
JOHN MUNRO, the new Secretary, Treasurer and Chief Financial
Officer. Since 1987 Mr. Munro has maintained a private
consulting practice, administered a number of trusts, and
has acted as Interim Financial Officer for various clients
as well as a volunteer board member for a local charity.
Between 1961 and 1987, Mr. Munro worked with Syme, Ayers &
Co., Coopers & Lybrand, North American Insurance Co., Arawak
Trust Company, Brown Brothers Harriman & Co., Hughes
Containers Limited, and Monarch Propane Limited, where he
served as Director of Finance and Administration. Mr. Munro
has a C.A. Degree from the Institute of Chartered
Accountants of Ontario.
The source of the consideration for this change of control was the
Greenvolt shares of the above named Greenvolt shareholders, who
exchanged all of their shares in Greenvolt in exchange for
12,435,250 new restricted shares of Beck & Co. Common Stock.
The number and percentage of Beck & Co. Common Shares now held by
the former Greenvolt shareholders is as follows:
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<TABLE>
<CAPTION>
Percentage of
Outstanding Shares
Name No. Of Shares of Beck & Co.
---- ------------- ------------------
<S> <C> <C>
Thomas Faul 10,446,240 56.0%
John Munro 932,700 5.0
George Coventry 932,700 5.0
Douglas Carr 61,800 0.3
Ulrich Kretchsmar 61,800 0.3
</TABLE>
Messrs. John Munro, George Coventry, Douglas Carr and Ulrich
Kretchsmar disclaim any agreement or understanding to vote or act
in concert with each other or with Mr. Faul in connection with
their Beck & Co. shares, and believed they are not part of a
controlling group, although they are all employees of Greenvolt.
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ITEM 2. ACQUISITION OF ASSETS
A. THE TRANSACTION
On July 29, 2000, the Registrant acquired all of the outstanding
Common Shares of Greenvolt, Corp., an Ontario, Canada corporation
("Greenvolt"), in a stock for stock exchange wherein the Company
issued 12,435,250 shares of its Common Stock to the existing
shareholders of Greenvolt, in exchange for their Greenvolt shares.
As a part of the transaction, three existing shareholders of Beck &
Co. contributed back to Beck & Co. and canceled for no
consideration, 9,600,000 shares of Beck & Co.'s outstanding Common
Stock owned by them. In connection with the transaction, investment
banking fees were paid to a consultant who assisted in negotiating
the deal in the form of the issuance by Beck of 600,000 new
restricted shares of Common Stock to the consultant.
As a result of this transaction, Beck acquired Greenvolt as a
wholly-owned subsidiary and the former shareholders of Greenvolt in
the aggregate acquired control of Beck. As a result of the
transaction the old shareholders of Beck continued to hold
5,617,000 shares or 30.1% of the Company's outstanding Stock, South
Bay Capital, Inc., the consultant involved in the transaction, was
issued 600,000 shares, or 3.22% of the Company's Common Stock, and
as a result of this transaction, the five former shareholders of
Greenvolt, Messrs. Thomas Faul, John Munro, George Coventry,
Douglas Carr and Ulrich Kretchsmar were issued in the aggregate
12,435,250 shares, representing 66.6% of Beck & Co.'s outstanding
Common Stock.
B. REGISTRANT'S INTENT WITH RESPECT TO THE GREENVOLT BUSINESS
Greenvolt is a development stage company, and is in the process of
developing a new form of Alkaline Fuel Cell for commercial and
industrial use.
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The Registrant intends to continue and expand the business of
Greenvolt in an effort to bring to full commercialization the fuel
cell concepts which Greenvolt has developed.
C. THE BUSINESS OF GREENVOLT
Because Greenvolt is still in the research and development stage
with respect to its fuel cell technology, the following discussion
is primarily prospective, and discusses what Greenvolt's management
plans to do. There is no assurance that Greenvolt will be
successful in developing or commercializing its fuel cell
technology, or that it will be able to market and sell the product
once and if it is developed, or be able to sell the product at
prices which allow it to recoup its costs and generate a profit.
There is also no assurance Greenvolt and/or Registrant will be able
to locate sufficient capital, or on reasonable terms, which will be
required to complete development of the fuel cell,
commercialization of the fuel cell, and provide capital for
manufacture, marketing and sales. There is no assurance Greenvolt
will ultimately prove profitable.
1. FUEL CELLS
Fuel Cells are electrochemical devices that like batteries generate
external electric current from internal chemical reactions. Unlike
batteries, fuel cells continue to generate electricity as long as
reagent "fuel" is supplied to the electrodes.
In a hydrogen-oxygen fuel cell, hydrogen gas (electron source) is
supplied to the anode and oxygen gas or air (electron sink) is
supplied to the cathode of the fuel cell. Electrical contact
between the electrodes within the fuel cell is made by an
electrolyte medium that conducts the ions formed within the fuel
cell during operation. Externally, electrons flow between the
electrodes providing usable current.
The thermodynamic efficiency of electrical power so produced is
very high (approximately 80%), compared with internal combustion
engine power (approximately 15-30%). Additionally, fuel cells
operate quietly and, where hydrogen fuel is used, produce only
water and heat as exhaust. Hydrogen fuel is entirely odorless, will
not settle into any space should a leak occur (heads straight up
into space) and can be stored in combustion and explosion proof
vessels. Hydrogen can also be made from water (H20) at the Fuel
Cell location by various means, thus eliminating the need to
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compress it and to store it in pressure vessels. These advantages
provide economic and environmental incentives for the commercial
development of fuel cells.
2. THE GREENVOLT FUEL CELL UNDER DEVELOPMENT
Greenvolt has been formed for the purpose of developing and
establishing commercial production of an alkaline fuel cell
(hereinafter "AFC") module for use in small and medium size power
applications (up to 350 kW), both for commercial and industrial
applications.
Given the early stage of fuel cell market development, management
of Greenvolt has decided to concentrate on the volume production of
one "module" size that can be combined to achieve a wide range of
both commercial and industrial applications. Therefore, Greenvolt's
technical and business development plans are based upon development
of modular units of 5.0 kW AFCs (akaline fuel cells) developing up
to 50 Volt and 100 Amperes, i.e. 5,000 Watt or 5.0 kW of
power/module.
The 5.0 kW AFC is a popular commercial size. It has the following
market applications and the table below indicates the power
required for each application:
(1) 3.3 to 5.5 kW portable generators
(2) 4.8 to 9.6 kW domestic (household) power supply
(3) 4.8 to 14.4 telecommunications power supply
(4) 4.8 kW power supply for relay stations
(5) 4.8 kW uninterrupted power supply for computer centers
(6) 19.2-148.8 kW hospital auxiliary and emergency backup
power
(7) 9.6-250 kW remote community power
(8) 2.4-4.8 kW golf cart, ATV or community vehicle
(9) 9.6-24 kW power for passenger cars, including hybrid
vehicles
(10) 144-192 kW for a 40 ft bus or motorhome
(11) 4.8-7.2 kW in-airport passenger shuttle
(12) 4.8-9.6 kW in-mine people transporter
Greenvolt management proposes to market directly to these business
sectors as well as to primary manufacturers.
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Variations in size of AFCs
Once a demand for a particular size has been identified, larger or smaller
modules can be assembled from the same basic components, with little
modifications. The modules themselves can then be connected in series, parallel
or series/parallel to fill the specific requirement. This modular approach
allows for commercial product flexibility at a lower cost.
The Company's technology contemplates production of hydrogen and oxygen from
water to supply the fuel for the fuel cell on an "on demand" basis, without any
requirement for pressurized fuel storage facilities for the fuel cell unit.
Phase II of this development is now ready to proceed. Management is arranging
strategic alliances in order to develop "on site" Hydrogen Fuel Supply Systems
with a target date at the end of 2002 or the beginning of 2003.
3. SOURCE OF FUEL CELL TECHNOLOGY
Greenvolt is developing its fuel cell products based on AFC
technology originally developed for space travel on board power and
water supply by NASA. Rama Wheel Corporation of Orillia, Ontario,
Canada (RWC), developed a small vehicle, AFC drive application in
the Spring of 1998. The application was successful and was further
applied to the refinement of the larger 5kW development by RWC, and
subsequently assigned to Greenvolt. Rama Wheel Corporation was set
up by Thomas Faul in 1987 for the development of innovative product
and energy saving, non polluting power conservation techniques.
Work was undertaken by RWC on the practical application of Alkaline
Fuel Cells (AFC).
A 60 Watt AFC Unit was installed in a Mini-Jeep. The AFC
successfully powered the Mini-Jeep for 8 hours at a time.
Additional investigations were made into energy saving technique
for Electric Vehicles, designed and built in conjunction with
Skoda, including energy saving techniques involving regenerative
braking. All prior AFC and electric vehicle technology, rights and
"know-how" owned by RWC were assigned to Greenvolt.
Greenvolt is also developing its fuel cell products under
sublicense rights pursuant to some 60 separate international
patents held by ALCAN, a large public company engaged in the
manufacture of aluminum.
Under a Technology Development Agreement with an independent
contractor Greenvolt and its contractor have undertaken to
further
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product development of the AFC fuel cell technology. The
Development Agreement with an independent contractor
has a five year term, and provides that all new technology
developed will be owned by Greenvolt. It further provides that
the contractor will have the right to license the technology on
a first right of refusal basis for use in fuel cell products
which do not compete with the products or services offered by
Greenvolt, in exchange for payment by the contractor of a 5%
royalty to Greenvolt.
The royalty is calculated on net sales of the contractor based on
the fair market value of each component which contains developed
improvements for fuel cells as a result of the collaboration. A
similar provision requires Greenvolt to pay a like 5% royalty to
the contractor on any products sold by Greenvolt which incorporate
existing contractor technology, owned by the contractor.
Greenvolt intends to apply for several new patents also covering
various aspects of its fuel cell design and construction.
Greenvolt has expended in development, design, prototyping and
planning in excess of $CAN1,000,000 on its fuel cell technology.
4. COMPETITION
"Fuel Cells 2000" (www.fuelcells.org/fcdevel.html) lists some 370
fuel cell research operations and companies, not including several
more of which management of Greenvolt is aware. Most of this fuel
cell activity is focused upon PEM cell technology. A few are known
to be working on AFC cell technology, the most prominent of which
is NASA and its suppliers. Aside from NASA and its suppliers, none
appear in Greenvolt management's judgment to currently have
sufficient capability or financial support to bring this AFC Fuel
Cell technology to market, although this could quickly change in
the future.
5. FACILITIES
Greenvolt has under contract a research facility with 14 employees,
in a fully equipped 7000 square foot free-standing building that is
wholly devoted to Fuel Cell research, development and production.
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6. OPERATING ASSETS
Greenvolt's assets consist of electric operating vehicles, design
equipment and various intellectual property rights.
Research and development costs have been expensed as they have been
incurred.
7. CAUTION REGARDING FORWARD LOOKING STATEMENTS
The statements contained in this Form 8-K Report that are not
historical facts are "forward-looking statements" and can be
identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "should", "intends" or
"anticipates" or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. Such forward-looking information
involves important risks and uncertainties that could significantly
affect expected results in the future from those expressed in any
forward-looking statements made herein.
Registrant does NOT promise to update forward-looking information
to reflect actual results or changes in assumptions or other
factors that could affect those statements. Persons reading this
Form 8-K Report are cautioned that such statements are only
predictions and that actual events or results may differ
materially. In evaluating such statements, readers should
specifically consider all the various factors which could cause
actual events or results to differ materially from those indicated
by such forward-looking statements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
The following Financial Statements are not included in this Form
8-K Report, but will be filed by an amendment to this Form 8-K
within sixty days of the date of filing this Form 8-K Report.
(1).1 Audited Balance Sheets for Greenvolt, Corp. as of March
31, 2000 and March 31, 1999.
(1).2 Audited Statements of Income and Cash Flows for
Greenvolt, Corp. for its fiscal years ended March 31,
2000 and March 31, 1999.
(1).3 Unaudited Balance Sheet of Greenvolt, Corp as of August
31, 2000.
(1).4 Unaudited Statements of Income and Cash Flows for
Greenvolt, Corp for the five month periods ending August
31, 2000 and August 31, 1999.
(27) Financial Data Schedule
(c) OTHER EXHIBITS
(2) Plan and Agreement of Reorganization by Exchange
by Beck & Co. of its Voting Stock in Exchange for
100% of the Outstanding Stock of Greenvolt, Corp.
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
The acquisition of all of the outstanding stock of Greenvolt, Corp by
Registrant, as described elsewhere herein, was accomplished in a stock for stock
exchange, whereby Registrant issued a total of 12,435,240 shares of its Common
Stock to the five Canadian shareholders of Greenvolt, Corp., in reliance on SEC
Regulation S and/or Section 4(2) under the Securities Act of 1933. This share
issuance is summarized as follows:
<TABLE>
<CAPTION>
Beck
Common Persons to Shares of Greenvolt
Date Shares Sold Whom Sold Tendered to Beck Exemption
---- ----------- ---------- ------------------- ---------
<C> <C> <C> <C> <C>
7/29/00 10,446,240 Thomas Faul 8,400,000 Section 4(2) and Reg S
7/29/00 932,700 John Munro 750,000 Section 4(2) and Reg S
7/29/00 932,700 George Coventry 750,000 Section 4(2) and Reg S
7/29/00 61,800 Douglas Carr 50,000 Section 4(2) and Reg S
7/29/00 61,800 Ulrich Kretchsmar 50,000 Section 4(2) and Reg S
---------- ----------
12,435,240 Shares 10,000,000 Shares
</TABLE>
The Registrant has valued the 12,435,240 shares of Beck's common Stock issued in
this exchange for all the shares of Greenvolt, at a nominal value of $US
12,435.24, representing the par value of the Beck common shares issued, for
purposes of this transaction.
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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 in its behalf by the
undersigned hereunto duly authorized.
DATED this 8th day of August, 2000.
BECK & CO.
By /s/ Thomas Faul
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Name: Thomas Faul
Title: President and Chief Executive Officer
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