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): August 7, 2000
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Industrial Rubber Innovations, Inc.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
0-26835 91-1922981
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(Commission File Number) (IRS Employer Identification No.)
4609 New Horizon Boulevard, Unit 8, Bakersfield, CA 93313
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(Address of principal executive offices) (Zip Code)
(661) 833-8188
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Registrant's telephone number, including area code:
(Former name, address and telephone number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 2, 2000, the Company and several of its shareholders entered into
a Stock Purchase Agreement (the "Agreement") with Pacific Charter Financial
Services Corporation ("Pacific").
Under the terms of the Agreement, the Company agreed to issue to Pacific an
aggregate of 47,704,773 shares of its common stock (the "Pacific Shares"),
representing over 87.4% of the issued and outstanding stock. Subsequent to the
transaction, the Company will have issued and outstanding all of its 50,000,000
shares of authorized common stock. As consideration for the issuance of the
Pacific Shares, Pacific paid the sum of $22,000 in cash and agreed to assume
one-half of the Company's debt, approximately $303,000.
As additional consideration under the Agreement, the Company's management
agreed to use its best efforts to (i) have existing shareholders of the Company
transfer up to 2,100,000 additional shares of common stock to Pacific, (ii) have
all existing warrant holders cancel all outstanding options and warrants to
acquire Company stock, and (iii) obtain shareholder approval for a 100-for-1
reverse stock split. Following the reverse stock split, and upon assumption of
the balance of the Company's debts by Pacific, the Company has agreed to issue
6,000,000 shares of common stock to Pacific. Pacific assumed the balance of the
Company's debts, up to an additional $303,000, on August 13, 2000.
As a material term of the Agreement, the existing employment agreements of
Dave Foran, Nancy Sheo, and Steven Tieu are to be amended to include a grant of
200,000 shares of the Company's common stock, after giving effect to the
100-for-1 reverse stock split. In addition, the past-due salaries due to Foran,
Sheo, and Tieu will be paid, one-half within twenty (20) days of the Agreement
and the other half following confirmation that all applicable payroll taxes have
been paid. The Board of Directors of the Company was increased by four members,
namely Alan Painter, who will serve as the Chairman, Helen Gibbel, John Mills,
and George Ulrich. Mr. Painter and Ms. Gibbel are the controlling shareholders
of Pacific, and are married. Following the transactions contemplated by the
Agreement, the Company's Directors and Officers are as follows:
Directors Alan Painter - Chairman
Helen Gibbel
John Mills
George Ulrich
Dave Foran
Steven Tieu
Officers Alan Painter - CEO
Dave Foran - President
Helen Gibbel - Secretary and Treasurer
Vacant - Chief Financial Officer
John Mills - Senior Vice President of Investor
Relations
George Ulrich - Vice President of Investor
Relations
Steven Tieu - Vice President of Product
Development
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As a condition to the Agreement, the Company also acquired all of the
assets of Century Rubber, LLC, consisting primarily of the intellectual property
and other properties which were previously licensed to the Company, for the sum
of $1,000,000, payable over a period of nine years.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As a condition to the Agreement, as described above, the Company acquired
all of the assets of Century Rubber, LLC, consisting primarily of the
intellectual property and other properties which were previously licensed to the
Company. The Company agreed to pay a purchase price equal to $1,000,000 as
follows:
A. $50,000 shall be paid within twenty (20) business days of August 2,
2000;
B. $50,000 shall be paid from the proceeds of a private placement
to be undertaken by the Company.
C. $100,000 per year beginning on August 1, 2001, for a period of nine
(9) years.
The members of Century Rubber, LLC are Messrs. Foran and Tieu, and Ms.
Sheo, each a present member of the Company's management.
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. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
The Company will file the required financial statements within sixty days
of the date of filing hereof.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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EXHIBITS
2.1 Stock Purchase Agreement dated August 2, 2000 between Industrial Rubber
Innovations, Inc. and Pacific Charter Financial Services Corporation.
2.2 Asset Purchase Agreement dated August 2, 2000 between Industrial Rubber
Innovations, Inc. and Century Rubber, LLC.
SIGNATURES
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: August 21, 2000 INDUSTRIAL RUBBER INNOVATIONS, INC.
/s/ Dave Foran
Dave Foran, President
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