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) April 26, 2000
Hawks Industries, Inc.
(Exact name of registrant as specified in its charter)
Wyoming 0-5781 83-0211955
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
913 Foster Road, Casper, Wyoming 82601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (307) 234-1593
N/A
(Former name or former address, if changed since last report.)
ITEM 1. AGREEMENT AMMENDMENTS
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January 31, 2000
Hawks Industries, Inc.
931 Foster Road
Casper, Wyoming 82601
Gentlemen:
Reference is made to the agreement between you and us dated as of June 10,
1999, as amended (the "Aqreement"). Except as otherwise indicated, terms used
herein shall have their meaninqs as defined in the Agreement. You and we agree
that the Agreement is hereby further amended as follows:
1. Universal Equities Ltd., a Delaware corporation ("Limited") is hereby
deleted as one of the Purchasers referred to in the Agreement, and is replaced
as a Purchaser by Universal Equities Consolidated, LLC, a Nevada limited
liability company ("Consolidated"), which shall be entitled to exercise all of
the rights and be required to perform all of the obligations that were formerly
exercisable and required to be performed by Limited under the Agreement. By
countersigning below underneath the word "Agreed", Consolidated has signified
its consent to assume all of the obligations of Limited under the Agreement and
to be bound by all of the terms and provisions thereof.
2. With all respect to the right formerly held by Limited under Section
4(c) of the Agreement, as one of the Purchasers, to deliver shares of North Star
held by Limited in exchange for shares of Seller, Consolidated shall, at its
election, in lieu of delivering such shares of North Star, be permitted to
deliver to Seller all of the outstanding shares of Limited, and, upon making
such delivery, shall be entitled, subject to performance of the representations
and warranties set forth in Section 3 below, to the same rights and benefits as
if delivery had been made of all of Limited's shares of North Star.
3. It is hereby warranted and represented by Consolidated and Limited,
jointly and severally, that all shares of North Star held by Limited are held by
it free and clear of any liens or encumbrances whatsoever, that Limited has no
other assets, Limited has no liabilities, that the shares of Limited delivered
to Seller under Section 2 above will be received by Seller free and clear of any
liens or encumbrances whatsoever, and that these warranties and representations
will be true as of the dates of the Initial Closing and the Recessed Closing
with the same force and effect as if made at those times.
4. As modified herein, the Agreement shall continue in full force and
effect.
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Please confirm your consent to the above modifications of the Agreement by
affixing your signature at the foot hereof underneath the words "Consented to".
Yours very truly,
UNIVERSAL EQUITIES, LTD
By: /s/ Vincent P. Iannazzo
Agreed: Vincent P. Iannazzo, President
UNIVERSAL EQUITIES
CONSOLIDATED, LLC THE CORNERHOUSE LIMITED PARTNERSHIP
By: /s/ Milton E. Stanson By: /s/ David H. Peipers
Milton E. Stanson, Manager David H. Peipers, General Partner
Consented to:
THE WINSOME LIMITED PARTNERSHIP
HAWKS INDUSTRIES INC. By: David H. Peipers
By:/s/ Bruce A. Hinchey David H. Peipers, General Partner
Bruce A. Hinchey, President
/s/ David H. Peipers
DAVID H. PEIPERS
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April 17, 2000
Hawks Industries, Inc.
931 Foster Road
Casper, Wyoming 82601
Gentlemen:
Reference is made to the agreement between you and us dated as of June 10,
1999, as amended (the "Agreement"). Except as otherwise indicated, terms used
herein shall have their meanings as defined in the Agreement. You and we hereby
agree as follows:
1. Section 5 of the Agreement is hereby amended to read as follows:
"5. Preliminary Retirement of Shares.
On the Initial Closing Date, immediately before the Initial Closing, Seller
agrees to cause a sufficient number of its outstanding shares to be retired, as
more particularly provided for in Section 8 below, to reduce the total number of
outstanding shares of Seller to not more than one million seventy-five thousand
(1,075,000) shares."
2. The first sentence of Section 8(a) of the Agreement is hereby amended to
read as follows:
"a) Seller will cause a sufficient number of its outstanding shares to be
surrendered for cancellation and retirement, without being replaced by the
issuance of presently unissued or treasury shares, to reduce the total number of
Seller's outstanding shares to not more than one million seventy-five thousand
(1,075,000) shares."
3. If a stock dividend or stock split is declared by Seller prior to the
initial Closing, the shares deliverable to Purchasers pursuant to Sections 1, 3
and 12 of this Agreement shall be increased, without payment of any additional
consideration, by the number of shares that Purchasers would have been entitled
to receive by way of dividend, or by the number of additional shares that
Purchasers would have been entitled to receive as a result of the stock split,
if Purchasers had been the owners of the shares originally deliverable pursuant
to said sections on the record date specified at the time of the declaration of
the stock dividend or stock split.
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4. With respect to the letter agreement of which a copy is annexed to the
Agreement as Exhibit B. Seller agrees that it will permit Bruce A. Hinchey,
James E. Meador, Jr. and the Anne D. Zimmerman Revocable Trust to substitute
cash for shares at the rate of One and 60/100 Dollars ($1.60) per share, up to
an aggregate maximum of Forty-Eight Thousand Dollars ($48,000) in cash in place
of 30,000 shares, as part of the consideration for the assets being transferred
pursuant to said letter agreement.
5. As modified herein, the Agreement shall continue in full force and effect.
Please confirm your consent to the above modifications of the Agreement by
affixing your signature at the foot hereof underneath the words "Consented to".
Yours very truly,
UNIVERSAL EQUITIES CONSOLIDATED, LLC
Agreed: By: /s/ Milton E. Stanson
Milton E. Stanson, Manager
By: /s/ Bruce A Hinchey
Bruce A. Hinchey, President THE CORNERHOUSE LIMITED PARTNERSHIP
By: /s/ David H. Peipers
David H. Peipers, General Partner
THE WINSOME LIMITED PARTNERSHIP
By: /s/ David H. Peipers
David H. Peipers, General Partner
/s/ David H. Peipers
DAVID H. PEIPERS
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf the
undersigned hereunto duly authorized.
HAWKS INDUSTRIES INC.
Registrant
Date: April 26, 2000
/s/ Bob Despain
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Dwight "Bob" Despain, Secretary
