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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) June 18, 1996
INTEK DIVERSIFIED CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-9160 04-2450145
(Commission File Number) (I.R.S. Employer
Identification No.)
970 West 190th Street, Suite 720, Torrance, California 90502
(Address of Principal Executive Office) (Zip Code)
(310) 366-7703
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On June 18, 1996, INTEK Diversified Corporation ("Intek") issued a
press release announcing the execution of two definitive agreements, one with
Securicor Communications Limited, a UK corporation ("Securicor"), to acquire all
the outstanding stock (other than certain preferred shares) of its subsidiary,
Securicor Radiocoms Limited ("SRL"), and the second with Midland International
Corporation ("Midland") and Simmonds Capital Limited ("SCL") to acquire a
license for the use of the Midland trademark and certain other assets.
Under the terms of the agreements, Intek will acquire the stock of SRL
in exchange for issuance to Securicor of 25 million shares of Intek's common
stock and will acquire the Midland trademark and assets in exchange for the
issuance of 2.5 million shares of common stock.
The completion of the proposed transactions is subject, among other
things, to the approval of Intek's shareholders and, in the case of the
Intek-Securicor transaction, Intek having a specified minimum number of
constructed Land Mobile Radio systems under management and Securicor having
received certain UK tax clearances, as well as other customary conditions,
including the absence of a material adverse change in the parties' respective
businesses and the expiration or early termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act. The transactions
are conditioned on one another, and the parties expect the transactions to close
during the third quarter of 1996. Upon completion of the proposed transactions,
there will be approximately 40 million common shares of Intek outstanding,
approximately 26 million of which will be held by Securicor.
Item 7. Financial Statements and Exhibits.
EXHIBITS
Exhibit 2.1 Stock Purchase Agreement, dated as of June 18, 1996,
between Intek Diversified Corporation and Securicor
Communications Limited (incorporated by reference to Exhibit 2
to Amendment No. 2 to Schedule 13D filed by Securicor
International Limited on June 28, 1996).
Exhibit 2.2 Sale of Assets and Trademark License Agreement, dated as
of June 18, 1996, among Intek Diversified Corporation, Midland
International Corporation and Simmonds Capital Limited
(incorporated by reference to Exhibit Z to Amendment No. 17 to
Schedule 13D filed by Simmonds Capital Limited on June 27,
1996).
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Exhibit 2.3 Voting Agreement, dated June 18, 1996, by and among
Securicor Communications Limited, Securicor International
Limited, Romer One Holdings, Inc., Simmonds Capital Limited
and Intek Diversified Corporation (incorporated by reference
to Exhibit BB to Amendment No. 17 to Schedule 13D filed by
Simmonds Capital Limited on June 27, 1996).
Exhibit 99.1 Press Release dated June 18, 1996.
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
By: /s/ D. Gregg Marston
Its: Controller
Dated: July 1, 1996
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EXHIBIT INDEX
Exhibit 2.1 Stock Purchase Agreement, dated as of June 18, 1996,
between Intek Diversified Corporation and Securicor
Communications Limited (incorporated by reference to Exhibit 2
to Amendment No. 2 to Schedule 13D filed by Securicor
International Limited on June 28, 1996).
Exhibit 2.2 Sale of Assets and Trademark License Agreement, dated as
of June 18, 1996, among Intek Diversified Corporation, Midland
International Corporation and Simmonds Capital Limited
(incorporated by reference to Exhibit Z to Amendment No. 17 to
Schedule 13D filed by Simmonds Capital Limited on June 27,
1996).
Exhibit 2.3 Voting Agreement, dated June 18, 1996, by and among
Securicor Communications Limited, Securicor International
Limited, Romer One Holdings, Inc., Simmonds Capital Limited
and Intek Diversified Corporation (incorporated by reference
to Exhibit BB to Amendment No. 17 to Schedule 13D filed by
Simmonds Capital Limited on June 27, 1996).
Exhibit 99.1 Press Release dated June 18, 1996.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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NEWS RELEASE
INTEK, SIMMONDS CAPITAL AND SECURICOR
SIGN DEFINITIVE AGREEMENTS FOR 3-WAY WIRELESS MERGER
U.S.A., CANADA AND ENGLAND - JUNE 18, 1996-- In a joint statement, Intek
Diversified Corporation ("Intek") of Los Angeles, California, Simmonds Capital
Limited ("SCL") of Toronto, Canada, and Securicor plc of Surrey, England, today
announced that definitive agreements have been signed to combine Intek's Roamer
One air time services business with the US Land mobile radio business of Midland
International Corporation ("Midland"), a wholly owned subsidiary of SCL, and the
narrowband wireless technology and manufacturing operations of Securicor
Radiocoms Limited ("SRL"), a wholly owned subsidiary of Securicor Communications
Limited.
The agreements provide for Intek to purchase from Securicor Communications all
of the shares of SRL (other than certain preferred shares), in exchange for 25
million common shares of Intek, and from Midland certain contractual rights and
a license for the use of the Midland trademark in the United States for the Land
Mobile Radio market, in exchange for 2.5 million common shares of Intek.
Securicor Communications will agree to provide a subordinated loan to Intek in
the amount of $15 million and Securicor Communications will receive warrants,
exercisable commencing five years following the closing, to acquire 1% of
Intek's common stock at $13 per share. Intek will also have the option to
purchase from Midland certain assets which are used in the business, subject to
terms to be agreed upon. The SRL business includes the Linear Modulated Radio
technology, a manufacturing facility in Bath, England, a network of wireless
dealers and resellers in the United Kingdom, a Specialized Mobile Radio network
in England, and a wireless system integration business. SRL also holds
redeemable preferred shares in E. F. Johnson Company, a manufacturer of wireless
communications equipment in Waseca, Minnesota.
The completion of the proposed transactions is subject, among other things, to
the approval of Intek's shareholders and, in the case of the Intek-Securicor
transaction, Intek having a specified minimum number of constructed Land Mobile
Radio systems under management and Securicor having received certain UK tax
clearances, as well as other customary conditions, including the absence of a
material adverse change in the parties' respective businesses and the expiration
or early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. The transactions are conditioned
on one another, and the parties expect the transactions to close during the
third quarter of 1996. Upon completion of the proposed transactions, there will
be approximately 40 million common shares of Intek outstanding, approximately 26
million of which will be held by Securicor.
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Securicor plc is a major UK international organization, with core businesses in
security services, parcels and freight distribution, and fixed and mobile
telecommunications. The telecommunications interests include a 40% stake in
Cellnet, the major UK cellular operator which currently has in excess of 2
million subscribers. Securicor's shares are traded on the London Stock Exchange
(Symbol: Securicor.)
Simmonds Capital Limited, Toronto, Ontario, is involved in the wireless
communications business as a systems integrator and in the electronics business
as a manufacturer and distributor of electronic components and related products.
SCL is listed on the Toronto Stock Exchange (Symbol: SMM).
Intek Diversified Corporation is a publicly traded company on the NASDAQ small
cap exchange. (symbol: IDCC). Through its wholly owned subsidiary, Roamer One,
Intek is developing a 220 MHz Specialized Mobile Radio network in the United
States.
The subject of this press release includes forward looking statements concerning
a contemplated transaction. The forward looking statements are made pursuant to
the safe harbor provision of the Private Securities Litigation Reform Act of
1995. There are many factors that could cause the events in such forward looking
statements to not occur, including the inability of the parties to obtain
regulatory or shareholder approvals.
For further information contact:
David Neibert Brian Faughnan Dr. Ed Hough
Intek Diversified Simmonds Capital Limited Securicor plc
Corporation
310-366-7703 416-221-1900 ext. 230 441-81-770-7000
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