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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-8104
NATEC RESOURCES, INC.
(Exact name of Registrant as specified in its Charter)
UTAH 36-6059098
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1177 WEST LOOP SOUTH, HOUSTON, TEXAS 77027
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (713) 552-2552
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -----------------------
<S> <C>
None None
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, WITHOUT PAR VALUE
(Title of class)
Indicate by check mark whether the Registrant (l) has filed all reports
required to be filed by Section 13 or 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.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form10-K or any amendment to this
Form 10-K.
Yes No X
--- ---
As of April 10, 1995, 25,477,387 common shares were outstanding, and the
aggregate market value of the shares (based on the closing sales price on the
NASDAQ Small Capitalization on April 10, 1995) of NaTec Resources, Inc. held by
non- affiliates was approximately $836,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of NaTec Resources, Inc.'s Proxy Statement in connection with its 1995
Annual Meeting of Shareholders are incorporated by reference in Part III
hereof.
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PART I
ITEM 3. LEGAL PROCEEDINGS
A lawsuit filed against the Company by DeTer, Inc. during 1993 in the Dallas
Federal Court for the Northern District of Texas alleging breach of a previous
settlement agreement related to the Company's discontinued specialty chemical
business was settled during the fourth quarter of 1994. The amount of the
settlement was within previously established financial reserves.
On June 2, 1994, the Company filed a lawsuit against North American Chemical
Company ("NACC") in the District Court of Harris County, Texas, 125th Judicial
District, captioned NaTec Resources, Inc. and NaTec Minerals, Inc. v. D. George
Harris & Associates, Inc., Harris Chemical Group, Inc. and North American
Chemical Company, having Cause No. 94-025523. The Company filed the lawsuit to
collect on a note from NACC, asserting, among other arguments, that NACC's
failure to continue its payments on the NACC note is wrongful in view of the
fact that, according to the Company's forecasts and calculations, production
data from the White River plant demonstrates an effective annual capacity at or
near 106,000 tons of sodium bicarbonate and that, if full capacity has not been
achieved, NACC, as the manager of White River, is solely responsible for such
deficiency in that it has prevented the production facility from achieving its
full capacity by its refusal to utilize additional recovery equipment already
located at the facility and to implement certain process modifications in a
timely manner and that the Company was not required to make any expenditures
necessary for the facility to have an effective annual production capacity of
106,000 tons per year by April 15, 1994; and the arbitration proceeding
instituted June 30, 1994 and now pending under the administration of the
American Arbitration Association, New York Office, captioned In the Matter of
the Arbitration between North American Carbonate Company and North American
Bicarbonate Company, and NaTec Minerals, Inc. and Oldexaer, Inc., having
caption number 13-181-00582-94. The Company intends to vigorously prosecute
the NACC lawsuit if the transactions contemplated by the Acquisition Agreement
are not consummated; however thare are no assurances that the NACC lawsuit will
prove successful.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
NaTec Resources, Inc. common stock is traded on NASDAQ Small Capitalization
market under the trading symbol "NATC". As of April 10, 1995 there were 5,672
shareholders of record owning the outstanding common stock. The Company did
not pay any dividends on common shares during 1994 and 1993. No dividend
payments can be made on the Company's common shares unless all dividends
accrued and payable on the Series A, Series B, and Series C Cumulative
Convertible Exchangeabe Preferred Stock ("Preferred Stock") have been paid. As
of April 10, 1995, accrued and unpaid dividends on the Preferred Stock were
$715,000. No dividend payments on common shares are expected to be made in the
future.
<TABLE>
<CAPTION>
1994 High Low
---- ---- ----
<S> <C> <C>
First Quarter $1.09 $0.75
Second Quarter 0.88 0.50
Third Quarter 1.00 0.50
Fourth Quarter 0.63 0.09
</TABLE>
<TABLE>
<CAPTION>
1993 High Low
---- ---- ----
<S> <C> <C>
First Quarter $2.38 $1.63
Second Quarter 2.00 1.25
Third Quarter 1.28 0.88
Fourth Quarter 1.00 0.91
</TABLE>
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, NaTec Resources, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NaTec Resources, Inc.
/s/ JOHN. T. MCCORMACK
---------------------------------------
John T. McCormack
(President and Chief Executive Officer)
Date: July 17, 1995
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