<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Intek Diversified Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
458134 10 3
--------------
(CUSIP Number)
Nicholas R. Wilson
Chairman
Intek Diversified Corporation
5800 West Jefferson Boulevard
Los Angeles, California 90016
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 3d-(a) for other parties to whom copies are to
be sent.
__________________________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 458134 10 3 13D
Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Simmonds Capital Limited (f/k/a Simmonds Communications Ltd.)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
3,110,850
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --
EACH REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,110,850
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,110,850
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
The Schedule 13D filed on March 7, 1994 (the "Schedule 13D") and
amended on March 29, 1994 ("Amendment No. 1"), on July 22, 1994 ("Amendment No.
2"), on September 23, 1994 ("Amendment No. 3"), on April 10, 1995 ("Amendment
No. 4"), on May 10, 1995 ("Amendment No. 5"), on June 5, 1995 ("Amendment No.
6"), on June 9, 1995 ("Amendment No. 7"), on June 26, 1995 ("Amendment No. 8"),
on July 10, 1995 ("Amendment No. 9") and on August 9, 1995 ("Amendment No. 10")
on behalf of Simmonds Capital Limited (f/k/a Simmonds Communications Ltd.)
("SCL") is hereby further amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
The first sentence of Item 2 is hereby amended by deleting in its
entirety the name "Simmonds Communications Ltd." and replacing such phrase with
the following: "Simmonds Capital Limited (f/k/a Simmonds Communications
Ltd.)."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
Item 3 is amended by deleting paragraph (g) in its entirety and
inserting in its stead the following new paragraph (g):
(g) As of June 30, 1995, SCL entered into a Purchase
Agreement with Intek (the "Purchase Agreement;" a
copy of which is attached hereto as EXHIBIT M and
incorporated herein), as subsequently amended by the
Amendment to Purchase Agreement dated as of October
31, 1995 and the Second Amendment to Purchase
Agreement dated November 15, 1995 (copies of which
are attached hereto as EXHIBIT N and EXHIBIT O
respectively and incorporated herein), pursuant to
which SCL has agreed to sell its commercial wireless
and communications business, consisting of the
distribution of two-way radio communication products
for use in commercial, industrial and governmental
markets and the design, construction and project
management of two-way radio networks (hereafter, the
"SCL Commercial Wireless Communications Business"),
for the aggregate consideration of 15,000,000 shares
of Common Stock and the assumption of certain
liabilities and obligations of the SCL Commercial
Wireless Communications Business, as follows:
(i) At the Closing, Intek would exchange
13,500,000 Common Shares for all of the
outstanding capital stock of SCL, Inc.
("SCLI"), a Delaware corporation and wholly
owned subsidiary of SCL. SCLI owns all of
the capital stock of Midland International
Corp., a Delaware corporation ("MIC"); and
(ii) At the Closing, Intek would exchange an
additional 1,500,000 Common Shares for those
assets of the following entities which are
used in the SCL Commercial Wireless
Communications Business:
(A) SCL Systems & Infrastructure, an
unincorporated division of SCL
("Systems"), and
(B) Midland International Ltd., an Ontario
corporation and wholly-owned subsidiary
of SCL ("MIL"); and
(iii) At the Closing, Intek would assume and pay or
discharge all past, present and future
obligations and liabilities of MIC, Systems
and MIL and all obligations of SCL directly
related to the SCL Commercial Wireless
Communications Business as they exist at the
Closing (the "Closing Date Debt") subject to
adjustment as provided below. At the
Closing, the Closing Date Debt would be
consolidated into one or more promissory
notes of Intek, SCLI, MIL, MIC, or Systems,
as appropriate, in favor of SCL (the "Notes")
and will bear interest at an annual rate of
ten percent (10%) payable over a
Page 3 of 5 Pages
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three year period as provided in Section 2 of
the Second Amendment to Purchase Agreement.
SCL is obligated to take such action as may
be necessary in SCL's judgment to maintain
shareholder's equity ("Shareholders' Equity")
in the SCL Commercial Wireless Communications
Business of not less than $1,000,000 as of
September 30, 1995. SCL also has agreed to
reduce the Closing Date Debt so that the
ratio of the Closing Date Debt to
Shareholders' Equity is less than 15:1 as of
the Closing Date. The principal amount of
the Notes will be reduced to the extent
necessary to cause the ratio of the debt of
the SCL Commercial Wireless Communications
Business to Shareholders' Equity to be not
more than 15:1. In consideration for such
reduction, Intek will issue to Seller such
number of non-voting, cumulative, convertible
preferred shares, par value $100 each (the
"Preferred Shares"), of Intek so that the
total par value of such shares shall be equal
to the amount of such reduction. The terms
of the Preferred Shares will provide for a
cumulative dividend at the rate of 10% per
annum, conversion of the Preferred Shares at
any time at a conversion price equal to the
average trading price of Intek's common stock
for the ten trading days preceding the
Closing Date and redemption at Intek's
election at a redemption price equal to par
value plus unpaid cumulative dividends.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 is amended by deleting the text of the section labeled "INTEK'S
ACQUISITION OF THE SCL COMMERCIAL WIRELESS COMMUNICATIONS BUSINESS"
and inserting in its stead the following:
Pursuant to the Letter of Intent, as of June 30, 1995, SCL and
Intek entered into the Purchase Agreement, as subsequently
amended, pursuant to which Intek would acquire, subject to
obtaining approval of the shareholders of Intek to an increase
in the authorized capital stock of Intek and the satisfaction
of certain other conditions, the SCL Commercial Wireless
Communications Business in exchange for 15,000,000 Common
Shares and Intek's assumption of the liabilities and
obligations of the SCL Commercial Wireless Communications
Business. In connection with Intek's assumption of such
liabilities, Intek may also issue to SCL Preferred Shares.
(See paragraph (g) of Item 3). The Purchase Agreement
provides for the transfer, at Closing, to Intek of all of the
capital stock of SCLI (which owns all of the capital stock of
MIL) and of the assets and certain of the liabilities of
Systems and MIL used in or arising from the SCL Commercial
Wireless Communications Business.
If the transactions contemplated by the Purchase Agreement are
consummated in accordance with the terms thereof and there is
no other change in the number of outstanding Common Shares or
the number of Common Shares beneficially owned by SCL, SCL
would be, as of the Closing, the beneficial owner of 78% of
the Common Stock of Intek (without taking into account any
Common Shares that would be issuable upon conversion of any
Preferred Shares issues to SCL), and as such would be able to
control the outcome of any votes of the Shareholders of Intek
requiring a majority vote.
Sections 5.8 and 6.2 of the Purchase Agreement contemplate
that a shareholder meeting will be convened to amend Intek's
Certificate of Incorporation to increase the authorized Common
Shares to 60,000,000 shares (or such smaller number as SCL and
Intek may agree to) and to authorize the issuance of
sufficient Preferred Shares and that a certificate of
designation setting forth the terms of the Preferred Shares
shall have been filed with the Secretary of State of Delaware
prior to the Closing Date.
ITEM 7. EXHIBITS.
---------
Item 7 is amended by adding at the end thereof the following new
exhibit:
Exhibit N - First Amendment to Purchase Agreement
Exhibit O - Second Amendment to Purchase Agreement
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth herein is true, complete and
correct.
SIMMONDS CAPITAL LIMITED
November 27, 1995
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(Date)
/s/David C. O'Kell
-----------------------------------------
(Signature)
David C. O'Kell, Executive Vice President
and Secretary
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(Name/Title)
Page 5 of 5 Pages
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EXHIBIT N
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT, dated as of October 31,
1995 (this "Amendment"), is made by and between INTEK DIVERSIFIED CORPORATION,
a Delaware corporation ("Buyer"), and SIMMONDS CAPITAL LTD. (fka Simmonds
Communications Ltd.), an Ontario corporation ("Seller").
WHEREAS, Buyer and Seller entered into a Purchase Agreement,
dated as of June 30, 1995 (the "Agreement"), providing for the sale to Buyer of
certain shares of a subsidiary of Seller, SCL, Inc. ("SCLI"), and certain
assets owned by Midland Systems (fka SCL Systems & Infrastructure), a division
of Seller ("Systems"), and by Midland International Ltd., a subsidiary of
Seller, which shares and assets comprise Seller's wireless communications
business; and
WHEREAS, Seller and Buyer wish to amend certain terms of the
Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the respective covenants
and agreements contained herein, Seller and Buyer agree as follows:
1. DISCLOSURE SCHEDULES. Seller and Buyer agree that the
disclosure schedules referred to in Sections 3.21 and 4.24 will be delivered
and reviewed pursuant to such Sections by November 15, 1995.
2. TERMINATION DATE. Section 7.1(b) is hereby amended to change
the date by which the transactions contemplated by the Agreement must be
consummated from October 31, 1995 to January 31, 1996.
3. DEFINED TERMS. Capitalized terms not defined herein shall
have the meanings given to them in the Agreement.
4. EFFECT OF THIS AGREEMENT. Except as specifically set forth
herein, the terms and provisions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Amendment as of the date first above
written.
SIMMONDS CAPITAL LTD.
By: /s/ John Simmonds
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Its: President
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INTEK DIVERSIFIED CORPORATION
By: /s/ David Neibert
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Its: Director
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EXHIBIT O
SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT, dated as of
November 15, 1995 (this "Amendment"), is made by and between INTEK DIVERSIFIED
CORPORATION, a Delaware corporation ("Buyer"), and SIMMONDS CAPITAL LTD. (f/k/a
Simmonds Communications Ltd.), an Ontario corporation ("Seller").
WHEREAS, Buyer and Seller entered into a Purchase Agreement,
dated as of June 30, 1995 (the "Agreement"), providing for the sale to Buyer of
certain shares of a subsidiary of Seller, SCL, Inc. ("SCLI"), and certain
assets owned by Midland Systems (f/k/a SCL Systems & Infrastructure), a
division of Seller ("Systems"), and by Midland International Ltd., a subsidiary
of Seller, which shares and assets comprise Seller's wireless communications
business (the "Business"); and
WHEREAS, Buyer and Seller entered into an Amendment to
Purchase Agreement, dated as of October 31, 1995 (the "First Amendment"); and
WHEREAS, Seller and Buyer wish to further amend certain terms
of the Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the respective covenants
and agreements contained herein, Seller and Buyer agree as follows:
1. MAY BALANCE SHEETS AND SCHEDULE 1. Seller and Buyer agree
that the May Balance Sheets and Schedule 1, required to be delivered by Seller
to Buyer pursuant to Sections 1.3 and 1.4 of the Agreement, have been delivered
by Seller and reviewed by Buyer, and Buyer waives its right to terminate the
Agreement pursuant to Section 1.4 of the Agreement.
2. DEBT TO SELLER. Section 1.5 of the Agreement is hereby
amended by deleting it in its entirety and substituting therefor the following:
"At the Closing, Seller shall deliver to Buyer a schedule (the
"Closing Date Debt Schedule") setting forth the amount of debt that
would be owing to Seller in respect of SCLI, MIC, Systems and MIL as
of the Closing Date (the "Closing Date Debt") and the repayment terms,
if any, of the Closing Date Debt. The Closing Debt Schedule shall
itemize all amounts owing with respect to transactions that occurred
after September 30, 1995. The Closing Date Debt Schedule shall be
accompanied by a certificate of Seller's Chief Financial Officer,
certifying that the Closing Date Debt Schedule is complete and
accurate. At the Closing, all of the Closing Date Debt shall be
consolidated into one or more promissory notes of Buyer or of SCLI,
MIL, Systems or MIL, as appropriate, in favor of Seller (the "Notes"),
with interest at an annual rate of ten percent (10%), payable
quarterly on the last day of each calendar quarter commencing with the
calendar quarter which begins immediately following the
<PAGE> 8
final determination of the adjusted amount of the Notes pursuant to
the remainder of this Section 2, and the principal balance payable in
three installments equal to 20%, 40% and 40% of such balance, payable
on the first, second and third anniversary dates of the final
determination of the adjusted amount of the Notes pursuant to the
remainder of this Section 2; provided, however, that the inter-
company debt and the principal amount of the Note shall be adjusted
pursuant to the following provisions of this Section 2.
(a) Seller shall take such actions as may be
necessary it its reasonable judgment to ensure that the
shareholders' equity of the Business as of September 30, 1995,
based on the audited balance sheet as of that date, shall be
not less than $1,000,000.
(b) Seller shall also take such actions as may be
necessary in its reasonable judgment to reduce the amount of
the debt that would be owing to Seller in respect of the
Business as of the Closing Date so that the ratio of total
debt of the Business to shareholders' equity as of the Closing
Date is not more than 15:1. The shareholders' equity of the
Business as of the Closing shall be determined by as soon as
practicable following the Closing, by adjusting the
shareholders' equity set forth on the audited balance sheet of
the Business as of December 31, 1995, for transactions between
December 31, 1995 and the Closing. As promptly as possible
following completion of the audited financial statements as of
and for the year ended December 31, 1995, Seller shall prepare
and deliver to Buyer a balance sheet and a statement of
operations of the Business as of the Closing Date, including
the consolidated operations of SCLI, MIC, Systems and MIL (the
"Closing Date Statements").
(c) In consideration for the resulting reduction
in the principal amount of the Notes pursuant to subparagraph
(b), Buyer shall issue to Seller such number of non-voting,
cumulative, convertible preferred shares, par value $100 each,
of Buyer so that the total par value of such shares shall
equal the full amount of the reduction of the aggregate
principal amount of the Notes pursuant to subparagraph (b).
The terms of the preferred shares shall provide for a
cumulative dividend at the rate of 10%, conversion of the
preferred shares into shares of common stock at any time at
the election of the holder at a conversion price equal to the
average trading price of Buyer's common stock for the ten
trading days preceding the Closing Date and redemption at the
election of Buyer at any time at a redemption price equal to
the par value plus unpaid cumulative dividends."
3. DISCLOSURE SCHEDULES. Seller and Buyer agree that the
disclosure schedules referred to in Sections 3.21 and 4.24 have been delivered
and reviewed pursuant to such Sections and each of Seller and Buyer waives its
respective right to terminate the Agreement pursuant to such Sections.
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4. CONDITIONS TO OBLIGATIONS OF SELLER TO CLOSE. Section 6.2 of
the Agreement shall be amended by adding at the end thereof the following:
(f) The report of Arthur Andersen LLP, independent
accountants for Buyer, on the financial condition and results of
operations of Buyer as of and for the nine months ended September 30,
1995, shall not contain a qualification based on Buyer's inability to
continue as a going concern.
(g) The Board of Directors of Buyer shall have adopted a
resolution, in form and substance reasonably acceptable to Seller,
setting forth the terms of the preferred shares to be issued to Seller
pursuant to Section 1.6 of this Agreement and a certificate of
designations setting forth a copy of such resolution shall have been
filed with the Secretary of State of Delaware in accordance with
Section 151 of the Delaware General Corporation Law.
5. CONDITIONS TO OBLIGATION OF BUYER TO CLOSE. Section 6.3 of
the Agreement shall be amended by adding at the end thereof the following:
"(h) The fairness opinion referred to in subparagraph (d)
of this Section 6.3 shall have been revised and updated to reflect the
terms of this Amendment.
(i) The report of Ernst & Young, independent accountants
for MIC, on the financial condition and results of operations of MIC
as of and for the nine months ended September 30, 1995, shall not
contain a qualification based on MIC's inability to continue as a
going concern.
6. DEFINED TERMS. Capitalized terms not defined herein shall
have the meanings given to them in the Agreement.
7. EFFECT OF THIS AMENDMENT. Except as specifically set forth
herein, the terms and provisions of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Amendment as of the date first above
written.
SIMMONDS CAPITAL LTD.
By: /s/ John Simmonds
--------------------------
Its: President
-------------------------
INTEK DIVERSIFIED CORPORATION
By: /s/ Steven L. Wasserman
--------------------------
Its: Secretary
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