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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 31, 1996
(Date of earliest event reported)
UNIDYNE CORPORATION
(Exact name of small business issuer
as specified in its charter)
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<S> <C> <C>
DELAWARE 0-10372 23-2154902
(State or other jurisdiction (Commission File No.) (IRS Employer Identification No.)
of incorporation or organization)
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118 PICKERING WAY, SUITE 104, EXTON, PENNSYLVANIA 19341
(Address of principal executive offices)
(610) 363-8237
(Issuer's telephone number)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 1996, United Sales Corporation ("United"), a wholly
owned subsidiary of Registrant, merged with Maxwell Dynamometer Systems, Inc.,
a Delaware corporation under common control with Registrant and in which
Registrant held nine percent (9%) of the outstanding common stock, par value
$1.00 per share (the "Maxwell Common Stock"). As a result, the business of
Maxwell is now wholly owned by United, the surviving corporation which changed
its name to Maxwell Dynamometer Systems, Inc. ("Maxwell"). Pursuant to the
terms of the Agreement and Plan of Merger, the Maxwell Common Stock not already
owned by Registrant was converted into 192,332 shares of Registrant's newly
issued common stock, par value $.001 per share and 500,000 shares of
Registrant's newly issued Class A Convertible Preferred Stock, par value $10.00
per share (the "Preferred Stock"). The Agreement and Plan of Merger gives
Registrant a first right of refusal to repurchase the Preferred Stock, in the
event that the original holder thereof receives a bona fide offer to purchase
any or all of that stock. In March 1997, Capital Idea, Inc., the holder of
the Preferred Stock, agreed to pledge the Preferred Stock as collateral for a
loan to the Company. In exchange, the Company amended the terms of the
Preferred Stock to provide that it is convertible into Common Stock at the
rate of one share of Common Stock for each share of Preferred Stock and that
the Preferred Stock will have the same voting rights as Common Stock.
Maxwell is engaged in the business of manufacturing and installing
customized dynamometer systems, particularly large dynamometer systems used in
the testing of trucks and buses. In addition, Maxwell is the owner of certain
technology utilized by Registrant in the dynamometer systems which Registrant
manufactures for use in automobile emissions testing. Maxwell is located in
Exton, Pennsylvania, in a leased facility consisting of approximately 3,500
square feet of office space and approximately 7,000 square feet of
manufacturing space.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial statements for the business operation acquired by
Registrant as of the date hereof are included in Registrant's Form 10-KSB filed
on March 31, 1997.
EXHIBIT NO.
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10.1* Agreement and Plan of Merger, dated December 31, 1996, among
Maxwell Dynamometer Systems, Inc., UNIDYNE Corporation and
United Sales Corporation.
10.2* Certificate of Designation for Class A Convertible Preferred
Stock.
10.3 Unanimous Written Consent in Lieu of Special Meeting of Board
of Directors amending terms of Class A Convertible Preferred
Stock.
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* Previously filed.
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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.
Date: March 31, 1997 /s/ C. Eugene Hutcheson
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C. Eugene Hutcheson
Chairman, Chief Executive Officer
and President
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EXHIBIT 10.3
UNIDYNE CORPORATION
UNANIMOUS WRITTEN CONSENT IN LIEU OF
SPECIAL MEETING OF THE BOARD OF DIRECTORS
The undersigned, being all of the directors of UNIDYNE Corporation (the
"Corporation"), hereby waive notice of a meeting of the Board of Directors and
adopt the resolutions set forth below, by unanimous written consent in lieu of a
special meeting of the Board of Directors in accordance with section 141 of the
General Corporation Law of the State of Delaware, as amended (the "Act").
PROPOSED AMENDMENT TO THE
TERMS OF THE CORPORATION'S CLASS A
CONVERTIBLE PREFERRED STOCK
WHEREAS, the Corporation is the issuer of 500,000 shares of Class A
Convertible Preferred Stock (the "Preferred Stock");
WHEREAS, the holder of the Preferred Stock is Capital Idea, Inc., a
Colorado corporation ("Capital Idea") which is wholly owned by C. Eugene
Hutcheson and Charlotte E. Doremus who are also officers and directors of
Capital Idea and of the Corporation and owners of a majority of the issued and
outstanding shares of the common stock of the Corporation;
WHEREAS, the material facts as to the relationships of Mr. Hutcheson and
Ms. Doremus have been disclosed to the directors;
WHEREAS, the Corporation is seeking to conclude a financing arrangement
with Heritage Bank and Trust, Racine, Wisconsin (the "Bank");
WHEREAS, in order to provide the financing sought by the Corporation, the
Bank is asking that Capital Idea pledge the Preferred Stock as collateral for
repayment of the Corporation's borrowings from the Bank;
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WHEREAS, it is in the best interest of the Corporation to obtain the
financing sought from the Bank;
WHEREAS, Capital Idea is willing to provide the requested collateral on
the condition that the terms of the Preferred Stock are amended in the manner
set forth below; and
WHEREAS, the Board of Directors is willing to make such amendments:
NOW THEREFORE BE IT RESOLVED, that subject to the further Resolutions set
forth herein, the directors approve and authorize amendment to the terms of the
Preferred Stock set forth in Exhibit B to the Unanimous Written Consent in Lieu
of Special Meeting of the Board of Directors adopted by the Board on December
30, 1996 ("Exhibit B") as follows:
1 - Section 3. a. of Exhibit B is deleted in its entirety and replaced
with the following:
"3. a. Right to Convert. Subject to the terms and conditions of
this paragraph 3, the holder of any of the Class A Convertible
Preferred Stock shall have the right, at its option at any time
from time to time, to convert each share of Class A Convertible
Preferred Stock (except that upon any liquidation of the
Corporation, the right of conversion shall terminate at the close
of business on the last full business day next preceding the date
fixed for payment of the amount distributable on the Preferred
Shares) into one fully paid and nonassessable share of the
Corporation's common stock $.001 par value per share (a total of
500,000 shares) (the "Common Shares"). Such rights of conversion
shall be exercised by the holder thereof by giving written notice
that the holder elects to convert a stated number of
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shares of Class A Convertible Preferred Stock into Common Shares
and by surrender of a certificate or certificates for the shares
so to be converted to the Corporation at its principal office
(or such other office or agency of the Corporation as the
Corporation may designate by notice in writing to the holder or
holders of the Preferred Stock) as any time during its usual
business hours on the date set forth in such notice, together
with a statement of the name or names (with address) in which
the certificate or certificates for Common Shares shall be
issued."
2 - Section 5 of Exhibit B is deleted in its entirety and replaced with
the following:
"5. Voting. The holders of the Class A Convertible Preferred Stock
shall have one vote for each share of Class A Convertible
Preferred Stock which they hold, and shall vote as a single class
with the holders of the Common Shares on all matters as to which
the Common Shares are entitled to vote."
BE IT FURTHER RESOLVED, that the foregoing amendments to the terms of the
Preferred Stock shall not become effective unless Capital Idea pledges the
Preferred Stock as collateral for its guarantee of repayment for borrowings from
the Bank pursuant to financing arrangements substantially the same as the
arrangements presently being sought by the Corporation; and
BE IT FURTHER RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized to do and perform all such acts and things and to execute
and deliver all such
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documents, certificates, instruments, agreements, and assurances and to make
payments of all fees and expenses and to take all such other actions as may be
necessary or advisable or convenient and proper to carry out the intent of the
foregoing resolutions.
IN WITNESS WHEREOF, the undersigned directors have executed this Unanimous
Written Consent in Lieu of a Special Meeting of the Board of the Directors as of
the _______ day of March 1997; provided, that such signatures may be executed in
counterparts which together shall constitute a single instrument. Mr. Hutcheson
and Ms. Doremus each sign solely for the purpose of determining the presence of
a quorum of the Board of Directors of the Corporation.
/s/ DAVID M. BARRETT
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David M. Barrett
/s/ CHARLOTTE E. DOREMUS
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Charlotte E. Doremus
/s/ FRANK B. HOLZE
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Frank B. Holze
/s/ C. EUGENE HUTCHESON
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C. Eugene Hutcheson
/s/ JOHN M. LISON
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John M. Lison
