INTEK DIVERSIFIED CORP
8-K, 1995-05-04
PLASTICS PRODUCTS, NEC
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<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  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)      April 24, 1995
                                                         ----------------------

                        INTEK DIVERSIFIED CORPORATION
- - ------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

                                   Delaware
- - ------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)

         0-9160                                            04-2450145
- - --------------------------------------     -----------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)

 5800 West Jefferson Boulevard, Los Angeles, California           90016-3187
- - ------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                 (Zip Code)

                                (213) 870-7665
- - ------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

 ______________________________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report)


                               Page 1 of 5 Pages

<PAGE>   2
Item 5.  Other Events.

       On April 24, 1995, Intek Diversified Corporation ("Intek") issued a
press release announcing that Intek has signed a $7.0 million financing
agreement with Linear Modulation Technology of Surrey, England.  The press
release is attached as an exhibit hereto and is hereby incorporated by
reference.


Item 7.  Financial Statements and Exhibits.
                                                                           Page
                                                                           ----
         (c)     Exhibit 7.1    - Press release dated April 24, 1995        4





                               Page 2 of 5 Pages
<PAGE>   3
                                   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.


                                           INTEK DIVERSIFIED CORPORATION     
                                         ------------------------------------
                                                      (Registrant)


Date:      May 3rd, 1995                 By:    /s/ Steven L. Wasserman
       ------------------------------       ---------------------------------
                                                      (Signature)
                                            Steven L. Wasserman
                                            Secretary





                               Page 3 of 5 Pages

<PAGE>   1
                                                                     EXHIBIT 7.1
                                  NEWS RELEASE

             INTEK ARRANGES $7 MILLION FINANCING WITH SECURICOR FOR
             ------------------------------------------------------
                 DEVELOPMENT OF ROAMER ONE 220 MHz SMR NETWORK
                 ---------------------------------------------

       Los Angeles, California - April 24, 1995 - Intek Diversified Corporation
       ("INTEK") today announced that it has signed a $7 Million financing
       agreement with Linear Modulation Technology Limited ("Lmt"), of Surrey,
       England.  The financing consists of a $3 million loan and a $4 million
       equity investment in common shares of INTEK.  The proceeds will be used
       for the purchase of Securicor base station repeater equipment and
       subscriber radio equipment for the Roamer One Specialized Mobile Radio
       ("SMR") network.  Roamer One, Inc., a Delaware corporation, is a wholly
       owned subsidiary of INTEK.

       Under the terms of the agreement, Roamer One will initially purchase
       from LMT 200, five channel, base stations and 3,600 mobile radio units.
       The financing will be in the form of a $4 million equity investment by
       LMT in the common shares of INTEK to be valued at current market rates,
       and a loan of $3 million payable over 12 months.  In exchange for its
       equity investment, Securicor will receive approximately 1 million common
       shares of INTEK stock.  The equity investment by LMT is conditional upon
       the execution of a merger agreement between INTEK and the wireless
       business of Simmonds Communications, Ltd. ("SCL") as announced on March
       9, 1995.

       Roamer One is constructing and managing 220 MHz SMR systems in the
       United States.  The Company intends to join these local systems into
       super-regional systems, and to link the regions together to form a
       nationwide network.  The company has entered into management agreements
       with licensees of 220 MHz systems who, collectively, represent over
       2,250 channels.  SCL Systems, a division of SCL, has been responsible
       for the design, construction, and engineering support functions related
       to the build-out of the radio systems infra-structure for the Roamer One
       network.

       David Neibert, President of Roamer One, stated that "This financing and
       proposed equity investment by LMT is a very significant step forward in
       the development of the Roamer One Network.  Through our supply
       agreements with both LMT and SCL, Roamer One will have the equipment and
       the engineering expertise to build out a nationwide SMR network with
       super-regional and inter-system roaming capability.  The proposed merger
       with SCL's wireless business, including SCL Systems and Midland
       International Corporation, will give INTEK large system integration
       capability and two-way radio product distribution throughout the
       country.  Our ability to build-out, load, and manage the Roamer One SMR
       network is significantly enhanced with LMT and the SCL as both suppliers
       and investment partners".
<PAGE>   2
       Linear Modulation Technology Limited is a wholly owned subsidiary of the
       Securicor Group, a major UK international organization specializing in
       parcels handling and delivery, all forms of security services, and fixed
       and mobile telecommunications.  Annual revenues for the Securicor Group
       are approximately 900 million pounds.  LMT has developed linear 
       modulation radio technology and manufactures base stations and 
       subscriber radio equipment at its factory in Bath, England.  It also 
       supplies this equipment through partnerships and licensing agreements 
       in other key markets.

       Intek Diversified Corporation is a publicly traded company listed on the
       NASDAQ small  cap exchange. (symbol: "IDCC") Intek acquired Roamer One
       in September 1994.  On March 9, 1995, Intek announced the signing of a
       letter of intent to acquire the wireless communications business of
       Simmonds Communications, Ltd.  The businesses to be acquired included
       Midland International Corporation, Midland Europe Limited, and SCL
       Systems.  The transaction, which is subject to the negotiation of a
       definitive agreement and shareholder approval, is expected to close
       later this year.

       Simmonds Communications, Ltd., of Toronto, Ontario is a diversified
       electronics company involved as a manufacturer, distributor, and systems
       integrator in the global wireless communications market and the
       production and distribution of electronic components.  Simmonds
       Communications, Ltd. is listed on the Toronto Stock Exchange (symbol:
       "SMM").

       For further information:

                                    David Neibert 
                                    Roamer One, Inc.  
                                    tel: (310) 366-7703   fax: (310) 366-7712







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