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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 2, 1999
Commission File Number: 0-9969
Century Industries, Inc.
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(Exact name of Registrant as specified in its charter)
District of Columbia 54-1666769
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
45034 Underwood Lane
Sterling, Va. 20166
(Mail) P.O. Box 319
Sterling, Va. 20167
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 471-7606.
Securities registered pursuant to Section 12 (b) of the Act and Securities
registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.001 per share
Name of each exchange on
Title of each class which registered
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Class A Common Voting Stock NASDAQ Bulletin Board
Class A Common Voting Stock Philadelphia Stock Exchange
Class B Common Voting Stock " " "
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes X No
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(2) Yes X No
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ITEM 5. Other Events
(a) On July 26, 1999 Registrant, Century Industries, Inc. (D.C.) entered
into and concluded a Purchase Agreement whereby Advantage Holdings, Inc.
purchased Scibal Associates from the Registrant for $1,800,000 and the
forgiveness of certain inter-company debts owed to Scibal, and the return of
approximately 760,000 Century Class A shares, warrants to purchase 50,000 Class
A shares, and warrants to purchase 727,273 Class B shares. The Agreement reached
on July 26, 1999 provides for a cash payment at closing to registrant in the
amount of $600,000, and then provides for two cash payments of $200,000 on March
31, 2000, and July 31, 2000 respectively, and for three cash payments of
$250,000 each on January 31, 2001, July 31, 2001, and January 31, 2002. All of
the aforesaid payments carry interest at the annual rate of 3%.
To secure the transaction, Advantage Holdings, Inc. signed a promissory
note secured by a Stock Pledge Agreement whereby 100% of the stock of Scibal
Associates purchased from the Registrant by Advantage Holdings was pledged as
security for the transaction, and further Advantage Holdings signed a Guaranty
Agreement of Payment and Performance. It was agreed that the law applicable to
this transaction should be the law of the District of Columbia.
The assets transferred to Advantage Holdings consisted of 100% of the
outstanding shares of Scibal Associates, exchanged by the Registrant for the
agreed upon payments of $600,000 in cash and term payments as described above
totaling $1,200,000, in addition to the return of approximately 760,000 Class A
shares of Century, warrants to purchase 50,000 Class A shares, and warrants to
purchase 727,273 Class B shares, all warrants and shares rendered to registrant.
it should be noted that the warrants and shares of both Class A and B of the
Registrant were rendered to David A. Scibal upon the Registrant's purchase of
Scibal Associates, and were rendered back to the Registrant by Mr. Scibal, who
will assume a control relationship with Advantage Holdings, as part of the
consideration for this transaction.
Thus, the total consideration received by Registrant was $600,000 in cash,
$1,200,000 in periodic payments covered by the aforedescribed promissory note
and guaranty, and the return of 760,000 Class A shares of Registrant, warrants
for the purchase of 50,000 Class A shares, and warrants to purchase 727,273
class b shares, as well as the forgiveness of certain inter-company debt for a
total dollar consideration of approximately $4,500,000 if the returned shares of
Registrant were valued at the prices struck at the time of the Registrant's
purchase of Scibal Associates three years ago, and $2,308,000 if the returned
Century shares and warrants are valued at the closing market prices on July 26,
1999.
The amount of such consideration was arrived at through negotiations
between the parties, and Scibal Associates was sold thereby to Advantage
Holdings, Inc., a corporate entity directed by David A. Scibal who was a Board
Member and Chairman of Registrant from 1997 to 1998.
(b) None of the assets disposed of constituted plant and equipment or other
physical property.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
August 2, 1999
Century Industries, Inc.
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Ted L. Schwartzbeck, President
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