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 14, 1997
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AMETECH, INC.
________________________________________________________________
(Exact name of registrant as specified in Charter)
Oklahoma 0-19009 73-0766924
_________________ ___________ ___________________
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File No.) Identification No.)
Incorporation)
1813 Southeast 25th Street, Oklahoma City, Oklahoma 73129
_____________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 677-8781
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Item 1. Changes in Control of Registrant.
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On or about August 27, 1997, Carl B. Anderson, Jr.
("Anderson"), the Registrant's Chairman of the Board and President,
received a telephone call from a representative of Moorpark
Holdings, Inc., a Delaware corporation ("Moorpark") and a wholly
owned subsidiary of Bank of America, advising Anderson that Moorpark
had sold its 10,367,122 shares of common stock of the Registrant
(the "Shares"), which represents approximately 75% of the issued and
outstanding shares of common stock of the Registrant, to New Canaan
Capital, LLC, a Nevada limited liability company ("New Canaan"),
located at 3305 West Spring Mountain Road, Suite 60, Las Vegas,
Nevada. On August 31, 1997, counsel for the Registrant retrieved
a copy of the Form 13-D, Date of Event which Requires Filing of
Statement: August 14, 1997 ("13-D"), filed by New Canaan with the
Securities and Exchange Commission ("Commission") on August 21,
1997, in connection with New Canaan's acquisition of the Shares.
In the 13-D New Canaan stated that New Canaan and Moorpark
entered into a Stock Purchase Agreement ("Agreement"), dated
August 14, 1997, a copy of which was attached to the 13-D. The
Agreement provides that New Canaan acquired the Shares by delivering
to Moorpark an unsecured promissory note, dated August 14, 1997 (the
"Note") in the sum of $850,000, with principal and accrued interest
due and payable two years after the date of the Note, unless due
sooner under certain limited circumstances, and has agreed to pay
Moorpark an additional consideration equal to an "Earn Out Amount"
in cash within 60 days after the end of the fifth year after
Closing. The Agreement provides that the "Earn Out Amount" equals
50% of the "Net Value," and that "Net Value" is defined as an amount
equal to (1) the "Enterprise Value" times the "Equity Percentage"
minus (2) $850,000 minus (3) interest accrued on the Note or any
refinancing of the Note, minus (4) any transaction expenses paid by
New Canaan. The Agreement further provides that (i) "Enterprise
Value" means if New Canaan liquidates its position in the Registrant
prior to the end of the fifth year after Closing, the price the
Registrant established by the liquidity event, otherwise (I) six
times the average EBITDA (as defined by GAAP) of the Registrant in
the two fiscal years ending December 31, 2000, and 2001, minus (II)
the principal amount of all interest-bearing indebtedness on the
Registrant's balance sheet (including amounts attributable to any
capitalized leases) as of December 31, 2000, minus (III) the
redemption value of any preferred stock issued by the Registrant and
outstanding as of December 31, 2000, other than any preferred stock
acquired by New Canaan, and (ii) the "Equity Percentage" means the
percentage of fully diluted common equity of the Registrant owned
by New Canaan, assuming the conversion and exercise of all
outstanding convertible securities, warrants and options. In the
event that New Canaan liquidates its position in the Registrant
after the end of the fifth year after closing of the Agreement, but
within seven (7) years after such closing, New Canaan shall make an
additional payment to Moorpark equal to the "Earn Out Amount"
calculated as if the "Enterprise Value" were the price of the
Registrant established by the liquidity event, less amounts
previously paid to Moorpark under the Agreement. In the event New
Canaan sells a portion of the Shares prior to the end of the fifth
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year after closing of the Agreement, the Purchaser shall share with
Moorpark the proceeds of such sale in accordance with the above-
referenced formula, and the remaining Shares shall continue to be
subject to the Agreement.
The Agreement also provides that if, within 30 days from the
date of the Agreement, Moorpark is unable to deliver to New Canaan
a replacement stock certificate evidencing the Shares, New Canaan
has the option to rescind the Agreement.
New Canaan provided, in the 13-D, that it has the sole power
to vote, or direct the disposition of, the Shares, and that the
source of funds used to purchase the Shares was the capital of New
Canaan. The 13-D further provides that New Canaan acquired the
Shares for purposes of investment, and New Canaan has no present
plans or proposals which relate to, or would result in, the
acquisition by any person of additional securities of the
Registrant; an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Registrant or
any of its subsidiaries; a sale or transfer of a material amount of
assets of the Registrant or any of its subsidiaries; a change in the
present board of directors or management of the Registrant,
including plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; a material
change in the present capitalization or dividend policy of the
Registrant or any other material change in the Registrant's business
or corporate structure; a change that might impede the acquisition
of control of the Registrant by any person; causing a class of
securities of the Registrant being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; a class of equity securities of the Registrant becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or any action
similar to any of those enumerated above.
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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.
AMETECH, INC.
________________________________
(Registrant)
September 3, 1997 By /s/ Carl B. Anderson, Jr.
______________________________
Carl B. Anderson, Jr.
Chairman of the Board
and President
ISTE:\A-C\AMETECH\8K\8K.997
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