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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) JULY 14, 2000
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.
JULY 17, 2000
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 14, 2000 the Company completed the previously announced (Press
Release of March 8, 2000) acquisition of Trans-Science Corporation,
(TSC) a California corporation. The consideration for the transaction
was the issuance of 953,371 restricted shares of the Company's common
stock to the shareholders of TSC in exchange for 100% of the issued
shares of TSC. Gilbert A. Hegemier a director of the Company, was also
a shareholder of TSC and received 532,960 shares in exchange for his
shares of TSC. Dr. Hegemier did not participate in the determination
of the consideration for the TSC shares nor did he participate in the
Company's Board of Directors decision to approve the acquisition of
100% of the shares of TSC. A committee of the Board of Directors was
established to derive a value for TSC. The committee was assisted by
an independent professional business valuation company and was guided
by published information concerning the acquisition of assets in
exchange for illiquid shares of the acquiring company. Dr. Santosh
Arya, an unrelated party, received 420,411 shares.
The Company acquired of all of the physical assets of TSC which
include: accounts receivable and work in progress, office furniture,
computer equipment, software licenses, and computational software and
models. In addition, the intangible assets of TSC which were acquired
include nearly 20 years of experience in performing sophisticated
contracts for various government agencies, plus an extensive network
of University and industry based consultants. TSC is specialized in
the development of computer simulation programs; in sophisticated
design analysis related to complex structures; and in the development
of design software for the use of advanced composite materials. The
addition of TSC's capabilities will allow the Company to participate
in government programs which are investigating the use of composite
materials for mitigation of blasts directed at US installations.
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FORM 8-K
COMPOSITE SOLUTIONS, INC.
JULY 17, 2000
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 Trans-Science Corporation, the acquired
company and relevant pro forma financial statements of the combined
companies no later than September 18, 2000.
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable
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FORM 8-K
COMPOSITE SOLUTIONS, INC.
Date: July 17, 2000
COMPOSITE SOLUTIONS, INC.
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(Registrant)
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/ DONALD NICHOLSON
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Donald Nicholson,
Director, Chief Financial Officer
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