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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
January 19, 2000
Commission File Number: 1-13327
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.)
2106 New Road
Suite C-4
Linwood NJ 08221
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 601-2344.
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 1. CHANGE OF CONTROL
By virtue of the results of the annual meeting of the shareholders, a meeting of
the shareholders pursuant to Section 29-375 of the Code of the District of
Columbia, and the recently executed Contract for Sale and Purchase of Assets
signed December 13, 1999, by and between Registrant and Worldwide Network, Inc..
("Worldwide"), a New Jersey corporation, the Registrant has acquired all of the
assets of Worldwide and the Board of Directors of the Registrant has been
completely replaced with the Board of Worldwide, as is contemplated by the
Contract for Sale and Purchase of Assets.
The transaction was completed on December 30, 1999 by virtue of shareholder
approval at the Registrant's annual meeting of the Contract for Sale and
Purchase of Assets between the Registrant and Worldwide. As a result of the
execution of this Contract and the annual meeting of the shareholders of
Registrant, 85,00,000 million common voting shares of the Registrant are to be
distributed to certain shareholders of Worldwide. This Contract was voted for
and approved by the shareholders at the annual meeting, and the transaction
constituted a sale of assets in compliance with Section 29-375 of the Code of
the District of Columbia. The shareholders further ratified a resolution
pursuant to Section 29-375, to transfer the assets of Century to Globex, Ltd.,
as consideration for 1,800,000 common shares of Globespan Technology Group, Ltd.
to be distributed proportionately to the shareholders of Century. Finally, the
shareholders voted to eliminate the previous distinction between the "Class A"
and "Class B" common voting shares of the Registrant in favor of a single
unitary class of common voting stock.
The new Board of Directors of the Registrant as elected by the shareholders at
the annual meeting is as follows: Wade Cordell, Chairman of the Board, Ronald
Howell, Director and President, Carl Valore, Director and Chief Executive
Officer, and Thomas L. Murphy, Director and Chief Financial Officer.
The new control shareholders and their share ownership of Century Industries,
Inc. is as follows:
B. Wade Cordell - 12,000,000 shares
Ronald Howell - 9,000,000 shares
William Hayes - 9,000,000 shares
Carl Valore - 13,000,000 shares
William Money - 9,000,000 shares
Thomas Murphy - 1,000,000 shares
Additionally, there were 32,000,000 shares issued to 28 non affiliates and the
other Worldwide Network shareholders.
Registrant states that pursuant to the requirements of Item 403 (c) of
Regulation S-K (Section 229.403 (c)), there exists no arrangements other than
those known to Registrant by virtue of the aforedescribed Contract, such as a
pledge by any party, of securities of the parent or any subsidiary of
Registrant, the operation of which would further change control of Registrant at
a future date.
ITEM 2. ACQUISITION OF ASSETS
By virtue of the results of the annual meeting of the shareholders of the
Registrant, a meeting of the shareholders pursuant to Section 29-375 of the Code
of
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the District of Columbia, and the recently executed Contract for Sale and
Purchase of Assets signed December 13, 1999, by and between Registrant and
Worldwide Network, Inc.. ("Worldwide"), a New Jersey corporation, the Registrant
has acquired all of the assets of Worldwide and the Board of Directors of the
Registrant has been completely replaced with the Board of Worldwide, as is
contemplated by the Contract for Sale and Purchase of Assets.
The transaction occurred on December 30, 1999 by virtue of shareholder approval
at the Registrant's annual meeting of the Contract for Sale and Purchase of
Assets between the Registrant and Worldwide. As a result of the execution of
this Contract and the annual meeting of the shareholders of Registrant,
85,00,000 million common voting shares of the Registrant are to be distributed
to certain shareholders of Worldwide. Additionally, the shareholder voted to
eliminated the previous distinction between the "Class A" and "Class B" common
voting shares of the Registrant in favor of a single unitary class of common
voting stock. This Contract was voted for and approved by the shareholders at
the annual meeting, and the transaction constituted a sale of assets in
compliance with Section 29-375 of the Code of the District of Columbia.
The new Board of Directors of the Registrant as elected by the shareholders at
the annual meeting is as follows: Wade Cordell, Chairman of the Board, Ronald
Howell, Director and President, Carl Valore, Director and Chief Executive
Officer, and Thomas L. Murphy, Director and Chief Financial Officer.
Prior to the above mentioned meetings and the execution of the Contract, there
existed no material relationship between any of the new Directors/Officers of
the Registrant and the old Directors and Officers of the Registrant, the
Registrant's affiliates or any associate of any such director or officer.
None of the assets acquired by the Registrant constituted plant, equipment or
other physical property.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial information regarding the acquisition by the Registrant of the
assets of Worldwide shall be provided within 75 days from the date of
acquisitions, as is prescribed by Section 210.3-05(b)(4)(ii).
(b) Pro forma financial information regarding the acquisition by the Registrant
of the assets of Worldwide are as follows (these pro forma financial statements
include information on Registrant as of the most recent filing period, September
30, 1999 as required; however, management notes that the balance sheet items and
profit and loss information for Century Industries no longer exists as of
December 31, 1999. As a result of shareholder approval, Century has divested
itself of all assets and revenues other than those of Worldwide at 12-30-99):
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Pro Forma Balance Sheet at 9/30/99
Assets
<TABLE>
<CAPTION>
Registrant Worldwide Consolidated
<S> <C> <C> <C>
Current Assets
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Cash and Cash Equiv. $ 228,463 (20,059) 208,404
Accounts Receivable 3,850,375 (1,500) 3,848,875
Notes Receiv. -- 634,000 634,000
Inventory 139,839 917,756 1,057,595
Mkt. Securities 341,733 -- 341,733
Other current assets 8,200 -- 8,200
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Total current assets 4,568,610 1,530,197 6,098,807
Property & Equipment
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Land & Bldg 378,269 -- 378,269
Software & Computers 85,543 107,092 192,635
Furn & fixtures 87,679 2,597 90,276
Machinery & equipment 46,732 -- 46,732
Transportation equip 140,178 -- 140,178
Leasehold improvements 92,207 -- 92,207
Less: Accum. Dep.) (432,266) (16,141) (448,407)
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Net Property & equip 398,343 93,546 491,889
Other Assets
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Investments 686,523 -- 686,523
Security deposits 16,232 656,000 672,232
Goodwill: Net 511,577 -- 511,577
Other assets (9,471) -- (9,471)
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Total other assets 1,204,861 656,000 1,860,861
Total Assets 6,171,814 2,279,743 8,451,557
</TABLE>
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Liabilities & Shareholders Equity
Liabilities
<TABLE>
<CAPTION>
Registrant Worldwide Combined
---------- --------- --------
Current Liabilities
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<S> <C> <C> <C>
Accounts payable 2,003,933 608,560 2,612,493
Current Maturities 558,683 784,752 1,343,435
Notes payable 74,891 173,100 247,991
Advances from S'holders 100 37,500 37,600
Accrued expenses 33,236 145,537 178,773
Dividends payable 1,950 -- 1,950
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Total curr. lia 2,672,793 1,749,452 4,422,245
Long term less curr. 334,986 -- 334,986
Total liabilities 3,007,779 1,749,452 4,757,231
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Minority interest 14,207 -- --
<CAPTION>
Stockholders Equity
<S> <C> <C> <C>
Preferred Stock 1,000 -- 1,000
Common stock 13,830 -- 13,830
Additional paid
in capital 4,027,785 908,516 4,936,301
Retained Deficit (874,235) (378,225) (1,252,460)
Total shareholders
equity 3,149,830 530,291 3,698,671
Total liabilities and
shareholders equity 6,171,814 2,279,743 8,451,557
</TABLE>
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Income Statement at 12/31/98 and 9/30/99
<TABLE>
<CAPTION>
Century Century Worldwide Consolidated
12/31/98 9/30/99 9/30/99 Proforma 9/30/99
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<S> <C> <C> <C> <C>
Sales 12,008,896 7,473,067 1,636,626 9,109,693
Cost of Sales 7,563,425 4,359,496 504,800 4,864,296
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Gross Profit 4,445,471 3,113,571 1,131,826 4,245,397
Operating Costs
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Payroll expense 1,593,926 918,808 12,989 931,797
Professional fees 802,775 252,342 592,472 844,814
Travel & entertainment 281,192 124,546 216,698 341,244
Bad Debts 168,685 -- -- --
Depreciation 420,217 142,061 -- 142,061
General and Admin 2,589,347 999,054 159,653 1,158,707
Start Up Expense -- -- 116,549 116,549
Total operating costs 5,856,142 2,436,810 1,098,361 3,535,171
Other Income (Expense) (549,381) (213,859) -- (213,859)
Income Tax Benefit 854,800 -- -- --
Net Income (Loss) (1,105,252) 462,902 33,464 496,366
Earnings per share (.14) (.03) .02 .03
</TABLE>
(All numbers for Worldwide are unaudited).
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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.
Century Industries, Inc.
January 19, 2000 /s/ Carl Valore
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Carl Valore
Chief Executive Officer
