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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: July 26, 2000
P.D.C. INNOVATIVE INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation or Organization)
0-2715 65-0789306
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(Commission File Number) (I.R. S. Employer Identification No.)
3701 N.W. 126th Avenue
Corporate Park, Bay 5
Coral Springs, Florida 33065
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(Address of Principal Executive Offices) (Zip Code)
(954) 341-0092
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(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 6, 2000, P.D.C. Innovative Industries, Inc. ("PDCI" or the
"Company") entered into a Plan of Merger with Sterile-Pro, Inc., with the
Company being the survivor.
Sterile-Pro is a Florida corporation whose principal asset is the right
to develop and market a device known as the "Hypo-Sterile 2000" pursuant to a
Licensing Agreement dated June 8, 2000, with Mr. David Sowers, who is the CEO of
the Company and who is the person who applied for and owns the patent rights to
the Hypo-Sterile 2000.
The Hypo-Sterile 2000 is a device designed to dispose of contaminated
hypodermic syringes and other intrusive medical instruments at the site of use,
i.e., hospital, doctor's office, lab, etc. The device is designed to reduce, in
an enclosed environment, the entire instrument to small, sterile particles which
can be disposed of as conventional trash.
The purpose of the merger is to create a business environment pursuant
to which the Hypo-Sterile 2000 can be more efficiently produced and sold.
Thus, while Sterile-Pro does not have manufacturing capabilities, the
Company does. Therefore, a merger of the two entities would combine a valuable
asset of one constituent (the development and marketing rights owned by
Sterile-Pro) with a valuable asset of the other constituent (the manufacturing
capacity of the Company) into one entity, thereby providing for potentially more
efficient and therefore profitable sales of the device.
In addition, prior to the merger, Sterile-Pro issued its 8% Series A
$1,000,000.00 Senior Subordinated Convertible Redeemable Debenture due July 5,
2002 (the "Sterile-Pro Debenture"), together with underlying shares of
Sterile-Pro's common stock, Par Value $0.001, into which the Sterile-Pro
Debenture was convertible from time to time. After deducting the expenses of the
investment, the net proceeds received, and to be received, by Sterile-Pro will
aggregate approximately $795,000. The first proceeds were reeived on July 12,
2000.
Pursuant to the Plan of Merger, the rights and obligations of
Sterile-Pro with respect to the Sterile-Pro Licensing Agreement and the
Sterile-Pro Debenture will enure to the benefit of and be binding upon the
Company.
In accordance with the Plan of Merger, each Sterile-Pro shareholder is
entitled to receive 1.129211403 shares of PDCI Common Stock, Par Value $0.001
per share, for each share of Sterile-Pro Common Stock, Par Value $0.001 per
share, held. In addition, the Sterile-Pro Debenture, together with underlying
shares of Sterile-Pro's common stock, Par Value $0.001 per share (the
"Sterile-Pro Common Stock"), into which the Sterile-Pro Debenture is convertible
from
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time to time, shall be converted into an identical PDCI debenture (the
"PDCI Debenture"), together with shares of underlying common stock, Par Value
$0.001 per share, of PDCI into which the new PDCI Debenture may be converted
(the "PDCI Common Stock").
In accordance with Nevada Law, provision was made for Shareholders to
exercise Dissenters' rights to the merger.
Prior to the merger, Mr. David Sowers, his wife, Sandra, and his son
Vernon Leroy, owned 27,010,000 shares of the sole class of Capital Stock of
Sterile-Pro, to wit: Common Stock, Par Value $0.001 per share, and prior to the
merger, they owned 14,500,000 shares of the Company's Common Stock, Par Value
$0.001 per share. After the merger, upon cancellation of their Sterile-Pro stock
and issue of shares of the Company's stock, they will own 45,000,000 shares of
Common Stock, Par Value $0.001 per share, of PDCI, or 45% of the total number of
shares authorized, as set forth in the following Table:
<TABLE>
<CAPTION>
Before Merger After Merger
Number of Shares Number of Shares
PDCI Sterile-Pro PDCI
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<S> <C> <C> <C>
David Sowers 12,000,000 10,000,000 23,292,114
Sandra Sowers 2,000,000 17,000,000 21,196,594
Vernon Leroy Sowers 500,000 10,000 511,292
</TABLE>
Mr. Sowers, his wife, Sandra Sowers, and his son, Vernon Leroy Sowers,
were Directors of Sterile-Pro, and all three individuals are Directors of the
Company.
In addition, Mr. Sowers stands to receive substantial royalties under
the Licensing Agreement entered into by and between him and Sterile-Pro, which
royalties will be an obligation of the Company as a result of the merger.
ITEM 5. OTHER EVENTS.
As noted above, Sterile-Pro and Mr. Sowers entered into a Licensing
Agreement to enable Sterile-Pro to begin to develop and sell the Hypo-Sterile
2000. Mr. Sowers also holds the ownership rights to various other products, and
on June 8, 2000, he and the Company entered
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into a separate Licensing Agreement pursuant to which the Company will develop,
manufacture, and distribute these products, which consist of
- the Tri Level Family, a series of innovative levels for
construction workers
- the Perfect Seal, an innovative heat/cool air conserving door
seal
- the Flush Mizer, a water saving valve for toilet tanks
- the Mulching Blade, a high-efficiency blade for lawn-mowers
In consideration for his grant to the Company of this license, the
Company issued 12,000,000 shares of its Common Stock, Par Value $0.001 per
share, to Mr. Sowers. In addition, Mr. Sowers stands to receive substantial
royalties pursuant to this Agreement.
On July 6, 2000, Article 3 of the Company's Articles of Incorporation
were amended to increase the its authorized capital stock from 50,000,000 to
100,000,000 shares of Common Stock, Par Value $0.001 per share.
As was reported in the Company's 10-QSB dated May 25, 2000, purchase
orders for 5,100 Levels had been received, the billing amounts for which totaled
$214,000.00. The largest of these orders ($209,990.00) came from
Pacific-Atlantic, Inc., of Miami, Florida. However, Pacific-Atlantic did not pay
the invoice when it became due, and no funds were received by the Company on
account thereof.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)
The Financial Statements required by Item 7 of this Report
have not been filed simultaneoulsy herewith, but they will be filed
within 60 days of the date hereof, as permitted by Item 7(a)(4).
(c) Exhibits:
Exhibit No. Item
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2 Plan of Merger between P.D.C. Innovative
Industries, Inc., and Sterile-Pro, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ David Sowers Dated: 7/26/2000
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David Sowers, Chief Executive Officer
By: /s/ Sandra Sowers Dated: 7/26/2000
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Sandra Sowers, President
By: /s/ Harold Harris Dated: 7/26/2000
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Harold Harris, Director
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