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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) AUGUST 31, 2000
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COMPOSITE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 000-24551 65-0790758
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3655 NOBEL DRIVE SUITE 440, SAN DIEGO, CA 92122
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 858-459-4843
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(Former name or former address, if changed since last report)
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FORM 8-K
COMPOSITE SOLUTIONS, INC.
AUGUST 31, 2000
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2000 Composite Solutions, Inc. (The Company) completed the
acquisition of Anchor Reinforcements a California corporation. This
finalization acquisition makes Anchor Reinforcements a wholly owned
subsidiary of CSI. The consideration of this transaction was "The
Company" entered into a Stock Purchase agreement with Anchor
Reinforcement whereby the Company receives all of the issued and
outstanding shares of Anchor title and interest in exchange for the
following considerations:
1. The Company will pay to Mr. John Gillespie, the sole owner of
Anchor, the sum of (five hundred thousand dollars) $500,000,
2. The Company will issue to Mr. Gillespie 150,000 restricted
shares of the Company's common stock;
3. The Company will enter into an employment contract with Mr.
Gillespie for a term of (two) 2 years at a salary of $60,000 per
annum and a non-competition agreement for a period of five ( 5)
years;
4. The Company will develop a stock and cash bonus plan for key
employees of Anchor.
A committee of the Board of Directors was established to derive a value
for Anchor and was assisted by an independent professional business
valuation company, who conducted a detailed assessment concerning the
acquisition of assets.
The company acquired of all of the physical assets of Anchor which
include: accounts receivable, work in progress, inventory, machinery and
equipment.
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Anchor's reputation for servicing client needs has created a solid base
of approximately 200 clients. Anchor currently produces revenues of over
one-half million dollars annually in uni-directional composites. Their
product line has specialized in carbon and aramid fibers for over a
decade. Integrating Anchor with CSI, helps to create a truly vertically
integrated business concept. The ability to supply proprietary composite
materials separates CSI from industry competition and will provide a
cost advantage.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
ITEM 5. OTHER EVENTS.
Not Applicable
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company will file, by way of an amendment to this Form 8-K filing,
financial statements of Anchor Reinforcement, the acquired company and
relevant pro forma financial statements of the combined companies no
later than October 31, 2000.
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable
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FORM 8-K
COMPOSITE SOLUTIONS, INC.
COMPOSITE SOLUTIONS, INC.
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(Registrant)
Date: August 31, 2000
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ GILBERT A. HEGEMIER
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Gilbert A. Hegemier, Chairman and CEO
By: /s/ MARK OLSON
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Mark Olson, President
See Exhibit (1) Stock Purchase Agreement with Anchor Reinforcements.
