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) June 29, 2000
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Hawks Industries, Inc.
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(Exact name of registrant as specified in its charter)
Wyoming 0-5781 83- 0211955
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(State or other jurisdiction (Commission (IRS Employer
of incorporation ) File Number) Identification No.)
913 Foster Road, Casper, Wyoming 82601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (307) 234-1593
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N/A
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(Former name or former address, if changed since last report.)
<PAGE>
FORM 8-K CURRENT REPORT
Item 5. Other Events
On June 29, 2000 Registrant entered into a Private Placement Agreement (the
"Agreement") with Universal Equities Consolidated, LLC, a Nevada limited
liability company and Thorntree Resources, LLC, a Delaware limited liability
company (collectively referred to as "Buyers") in which Buyers acquired 50,000
shares of unregistered common stock from Registrant for $7.00 per share or a
total consideration of $350,000. The Agreement consideration was deposited in
the Registrant's bank account on June 30, 2000. A copy of the Agreement is
attached hereto as Exhibit "A" and made a part hereof.
On June 20, 2000 the Registrant filed its Form 10-Q/A for the quarter ended
March 31, 2000 which reported net tangible assets of $1,704,000. The reported
assets were below the Nasdaq net tangible assets requirement of $2,000,000 as
set forth in Marketplace Rule 4310(c)(2)(B). The injection of capital from the
Agreement allows the Registrant to exceed the Nasdaq net tangible asset
requirement as demonstrated in the Registrant's May 31, 2000 Balance Sheet and
Pro Forma Balance Sheet which are attached hereto as Exhibit "B" and Exhibit "C"
and made a part hereof.
Item 7. Financial Statements
Incorporated herein by reference is Registrant's Form 10-Q/A for the
quarter ended March 31, 2000 which was filed by EDGAR on June 20, 2000.
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.
HAWKS INDUSTRIES, INC.
By:__/s/ Bruce A. Hinchey_________
BRUCE A. HINCHEY, President
Dated:_July 5, 2000________
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EXHIBIT "A"
AGREEMENT made this 29th day of June, 2000 by and among UNIVERSAL
EQUITIES CONSOLIDATED LLC, a Nevada limited liability company, and THORNTREE
RESOURCES, LLC, a Delaware limited liability company ("Buyers"), and HAWKS
INDUSTRIES, INC., a Wyoming corporation ("Seller").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Seller wishes to increase its net worth and net tangible
assets by Three Hundred Fifty Thousand Dollars ($350,000) and desires, for that
purpose, to make a private placement of authorized, unissued shares of Seller's
common stock; and
WHEREAS, Buyers are willing pay Seller the sum of Three Hundred Fifty
Thousand Dollars ($350,000) to purchase shares of Seller's authorized, unissued
common stock in a private placement upon the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties do hereby mutually agree as follow:
1. Sale of Stock.
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Seller agrees to sell to Buyers, and Buyers agree to purchase from
Seller, in the proportions and amounts set forth in Schedule A to this
Agreement, a total of fifty thousand (50,000) shares (the "Shares") of Seller's
authorized, unissued common stock, at a price of Seven Dollars ($7) per Share,
for an aggregate price (the "Price") of Three Hundred Fifty Thousand Dollars
($350,000) on the terms and conditions set forth in this Agreement.
2. Payment of Price.
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Each of Buyers agrees to make payment of its portion of the Price, as
set forth in Schedule A to this Agreement, by wire transfer to Seller's bank
account at American National Bank, which maintains offices in Casper and
Cheyenne, Wyoming, as soon as practicable but no more than one (1) business day
after the execution of this Agreement.
3. Delivery of Stock Certificates
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Immediately upon compliance with governmental and regulatory filing
requirements, which Seller agrees to accomplish as soon as practicable, Seller
will cause to be delivered to each of Buyers, at the address set forth in
Schedule A to this Agreement, stock certificates issued in the name of such
Buyer for the Shares purchased by it, in the denominations set forth in said
Schedule A.
4. Seller's Warranties and Representations.
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To induce Buyers to enter into and perform this Agreement, Seller
warrants and represents to each of Buyers that Seller has full power and
authority to enter into and perform this Agreement, that all corporate and other
action necessary to authorize the execution and performance of this Agreement by
Seller has been taken, that this Agreement constitutes a valid and legal
obligation of Seller enforceable in accordance with its terms, and that the
Shares, when evidenced by stock certificates delivered hereunder, will be
legally and validly issued, fully paid and non-assessable.
5. Buyers' Warranties and Representations.
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To induce Seller to enter into and perform this Agreement, each of
Buyers warrants and represents that it has full power and authority to enter
into and perform this Agreement, that all corporate and other action necessary
to authorize the execution and performance of this Agreement by such Buyer has
been taken, and that this Agreement constitutes the legal and valid obligation
of such Buyer enforceable in accordance with its terms.
6. Buyers' Investment Representation.
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Each of Buyers warrants and represents that it is acquiring the shares
being purchased by it hereunder for its own account for investment and not with
a view to distribution in violation of the Securities Act of 1933, as amended.
7. Notices
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All notices pursuant to or in connection with this Agreement shall be
in writing and shall be deemed given to a party when mailed by certified,
registered or express mail, return receipt requested, addressed to such party at
the address set forth for it in Schedule A to this Agreement.
8. Binding Effect.
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This Agreement shall be binding upon the parties hereto and their
respective successors and assigns.
9. Complete Agreement.
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This Agreement constitutes the complete agreement of the parties with
respect to the subject matter hereof, has not been made in reliance upon any
warranties or representations not set forth herein, and cannot be cancelled,
revoked, terminated or modified, nor may any of its provisions be waived, except
by a writing signed by the party to be charged.
10. Counterparts.
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This Agreement may be executed in two or more counterparts all of
which, together, shall constitute one and the same agreement
11. Applicable Law.
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This Agreement shall be governed by and construed under the laws of
the State of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers or representatives the day and year
first above written.
HAWKS INDUSTRIES, INC.
By:
_/s/ Bruce A. Hinchey___________
President
UNIVERSAL EQUITIES CONSOLIDATED, LLC
By:
__/s/ Vincent P. Iannazzo_______
Manager
THORNTREE RESOURCES, LLC
By:
__/s/ David H. Peipers__________
Manager
SCHEDULE A
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No. of
Shares Aggregate
Buyer's Name and Address Purchased Price
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Universal Equities Consolidated, LLC 25,000* $175,000
115 East 57th St., Suite 1540
New York, N.Y. 10022
Thorntree Resources, LLC 25,000** $175,000
888 Seventh Avenue, Suite 1608
New York, N.Y. 10106
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*These stock certificates shall be in
the denominations of 5,000 shares each.
**These stock certificates shall be
in the following denominations:
four certificates for 5,000 shares each;
four certificates for 1,000 shares each;
two certificates for 500 shares each.
<PAGE>
Seller's Name and Address
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Hawks Industries, Inc.
913 Foster Road
Casper, Wyoming 82601
<PAGE>
EXHIBIT "B"
<TABLE>
<CAPTION>
HAWKS INDUSTRIES. INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31, March 31,
2000 2000
---- ----
(unaudited) (unaudited)
<S> <C> <C>
ASSETS
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CURRENT ASSETS
Cash $ 10,000 $ 43,000
Accounts Receivable 522,000 264,000
Short-term investments 200,000 200,000
Cost on uncompleted contracts in excess of
related billings 51,000 43,000
Other current assets 68,000 77,000
Total current assets 851,000 627,000
PROPERTY AND EQUIPMENT, net (successful efforts
method) 1,655,000 1,660,000
INVESTMENTS AND OTHER ASSETS
Note receivable 27,000 29,000
Land investment 196,000 196,000
Available for sale investment 100,000 100,000
Equity investment - -
Goodwill, net 124,000 126,000
Other assets 65,000 33,000
512,000 484,000
$ 3,018,000 $ 2,771,000
LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES
Notes payable $ 369,000 $ 299,000
Current maturities of long-term debt 94,000 78,000
Accounts payable 212,000 149,000
Accrued liabilities 50,000 54,000
Total current liabilities 725,000 580,000
LONG-TERM DEBT 418,000 359,000
COMMITMENT FOR EQUITY INVESTMENT 42,000 2,000
CONTINGENT LIABILITY - -
SHAREHOLDERS' EQUITY
Capital stock:
Preferred stock, $.01 par value, authorized
997,000 shares: no shares issued - -
Common stock, $.01 par value, authorized
5,000,000 shares issued 1,451,699 in 2000
and 1,351,513 in 1999 14,000 13,000
Capital in excess of par value of common stock 3,045,000 3,046,000
Retained (deficit) (1,226,000 ) (1,205,000 )
Less Common Stock held in treasury at cost,
24,808 Shares in 1999 - (24,000 )
1,833,000 1,830,000
$ 3,018,000 $ 2,771,000
</TABLE>
<PAGE>
EXHIBIT "C"
<TABLE>
<CAPTION>
HAWKS INDUSTRIES. INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED BALANCE SHEET WITH PRIVATE PLACEMENT ADJUSTMENT
May 31, Private Balances
2000 Placement After
---- Adjustment Private
---------- Placement
(unaudited) Adjustment
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<S> <C> <C> <C>
ASSETS
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CURRENT ASSETS
Cash $ 10,000 $ 350,000 $ 360,000
Accounts Receivable 522,000 - 522,000
Short-term investments 200,000 - 200,000
Cost on uncompleted contracts in excess of related
billings 51,000 - 51,000
Other current assets 68,000 68,000
Total current assets 851,000 350,000 1,201,000
PROPERTY AND EQUIPMENT, net (successful efforts
method) 1,655,000 - 1,655,000
INVESTMENTS AND OTHER ASSETS
Note receivable 27,000 - 27,000
Land investment 196,000 - 196,000
Available for sale investment 100,000 - 100,000
Equity investment - - -
Goodwill, net 124,000 - 124,000
Other assets 65,000 - 65,000
512,000 - 512,000
$ 3,018,000 $ 350,000 $ 3,368,000
LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES
Notes payable $ 369,000 $ - $ 369,000
Current maturities of long-term debt 94,000 - 94,000
Accounts payable 212,000 - 212,000
Accrued liabilities 50,000 - 50,000
Total current liabilities 725,000 - 725,000
LONG-TERM DEBT 418,000 - 418,000
COMMITMENT FOR EQUITY INVESTMENT 42,000 - 42,000
CONTINGENT LIABILITY - - -
SHAREHOLDERS' EQUITY
Capital stock:
Preferred stock, $.01 par value, authorized 997,000
shares: no shares issued - -
Common stock, $.01 par value, authorized 5,000,000
Shares. Shares issued 1,451,699 before private
placement, 1,501,699 shares issued after private
placement 14,000 1,000 15,000
Capital in excess of par value of common stock 3,045,000 349,000 3,394,000
Retained (deficit) (1,226,000 ) - (1,226,000 )
1,833,000 350,000 2,183,000
$ 3,018,000 $ 350,000 $ 3,368,000
</TABLE>
Net Tangible Asset Calculation
Net Assets per May 31, 2000 Proforma Balance Sheet $2,183,000
Less Goodwill 124,000
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Net Tangible Assets $2,059,000
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