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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) May 5, 1995
STRIKER INDUSTRIES, INC.
Delaware Commission File No. 1-0096 IRS Employer ID No.: 84-0834953
One Riverway, Suite 2450, Houston, Texas 77056
Registrant's telephone number, including area code (713) 622-4092
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Item 2. Acquisition or Disposition of Assets.
On May 5, 1995, the Registrant consummated the asset purchase
transaction of the land, building and equipment of Northern Globe Building
Materials, Inc.'s idled dry felt mill in Thorold, Ontario, Canada under the
provisions of the Asset Purchase Agreement between Northern Globe Building
Materials, Inc. ("Northern", an independent third party unrelated to the
Registrant or any of its affiliates) and the Registrant dated March 10, 1995.
The purchase price of the assets acquired was 1,345,790 shares of Common Stock
of the Registrant and $250,000 cash, and was the result of direct negotiation
between the parties. The source of the cash portion of the purchase price was
cash on hand of the Registrant. The physical properties and assets purchased
were used at one time by Northern to manufacture dry felt paper, but had not
been in operation and had been wholly inactive for more than two years
preceding their purchase by the Registrant. The Registrant intends to
reactivate the idled dry felt mill and produce dry felt at Thorold, Canada for
sale to Northern and independent third parties in the roofing industry. Sales
to Northern will be pursuant to a supply agreement entered into between the
Registrant and Northern under which the Registrant will supply Northern's three
operating Canadian shingle and rolled roofing facilities with a minimum of
15,000 tons of dry felt paper per year, seasonally adjusted, for the period
commencing on or about June 1, 1995, through December 31, 2000. The dry felt
purchase price set forth in the supply agreement is based on the mix of the raw
materials used in the manufacture of the dry felt and the market price of the
raw materials.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information:
Pro Forma Consolidated Balance Sheet of the Registrant and
Subsidiaries as of March 31,1995.
(c) Exhibits:
Asset Purchase Agreement dated as of March 10, 1995, between
Northern Globe Building Materials, Inc. and the Registrant (filed as
Exhibit 2.3 to the Registrant's Annual Report on Form 10-KSB for the
period ended December 31, 1994, and hereby incorporated herein by
reference)
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.
STRIKER INDUSTRIES, INC.
By: /s/ MATTHEW D. POND
--------------------------------
Matthew D. Pond
Chief Financial Officer
DATE: May 18, 1995
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STRIKER INDUSTRIES, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1995
<TABLE>
<CAPTION>
Acquisition of
Historical of Thorold Pro Forma
March 31, Dry Felt March 31,
1995 Mill 1995
---------- -------------- ---------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 260,630 ($ 250,000) $ 10,630
Accounts receivable 1,026,751 1,026,751
Inventories 401,830 401,830
Prepaid expenses and other current assets 247,784 247,784
---------- ---------- -----------
Total current assets 1,936,995 (250,000) 1,686,995
PROPERTY AND EQUIPMENT, net 5,354,669 8,323,237 13,677,906
DEFERRED ACQUISITION COSTS AND OTHER, net 736,954 (671,392) 65,562
---------- ---------- -----------
Total assets $8,028,618 $7,401,845 $15,430,463
========== ========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 859,707 $ 859,707
Accrued liabilities 370,258 370,258
Current obligations under capital leases 51,032 51,032
---------- ---------- -----------
Total current liabilities 1,280,997 1,280,997
LONG TERM LIABILITIES:
7.00% Notes payable to affiliates 266,698 266,698
10.25% Subordinated notes 1,200,000 1,299,000
Capital leases 86,465 86,465
STOCKHOLDERS' EQUITY:
Common stock, $0.20 par value 1,737,421 269,158 2,006,579
Stock subscriptions receivable (450,000) (450,000)
Warrants 850,000 850,000
Additional paid-in capital 5,126,832 7,132,687 12,259,519
Retained deficit (2,069,795) (2,069,795)
---------- ---------- -----------
Total stockholders' equity 5,194,458 7,401,845 12,596,303
---------- ---------- -----------
Total liabilities and stockholders' equity $8,028,618 $7,401,845 $15,430,463
========== ========== ===========
</TABLE>
The accompanying note is an integral part of this pro forma
consolidated balance sheet.
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STRIKER INDUSTRIES, INC., AND SUBSIDIARIES
NOTE TO PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1995
On May 5, 1995, the Striker Industries, Inc. (the Company) consummated
the asset purchase transaction of the land, building and equipment of Northern
Globe Building Materials, Inc.'s (Northern) idled dry felt mill in Thorold,
Ontario, Canada (the Purchase). The purchase price of the assets acquired was
1,345,790 shares of Common Stock of the Company and $250,000 cash. The source
of the cash portion of the purchase price was cash on hand of the Registrant.
The physical properties and assets purchased were used at one time by Northern
to manufacture dry felt paper, but had not been in operation and had been
wholly inactive for more than two years preceding their purchase by the
Registrant and, as such, no pro forma results of operations are presented.
The accompanying pro forma consolidated balance sheet gives effect to
the Purchase as if it had occurred as of March 31, 1995. The assets purchased
were valued at the Company's cost which does not exceed fair market value.
