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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) January 29, 1996
INTEK DIVERSIFIED CORPORATION
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(Exact name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-9160 04-2450145
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(Commission File Number) (I.R.S. Employer Identification No.)
970 West 190th Street, Suite 720, Torrance, California 90502
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(Address of Principal Executive Office) (Zip Code)
(310)366-7335
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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 January 29, 1996, INTEK Diversified Corporation (the "Company") entered
into a Third Amendment to Purchase Agreement between the Company and Simmonds
Capital Limited ("SCL"). The Purchase Agreement dated June 30, 1995 (the
"Agreement"), as amended, provided for the Company to acquire certain assets
and subsidiaries of SCL relating to SCL's wireless communications business
including substantially all of SCL's two-way radio equipment and systems
integration businesses.
Under the terms of the Agreement, the Company will acquire such assets in
exchange for issuance to SCL of 15 million shares of the Company's common
stock, the issuance of a to be determined number of shares of convertible
preferred stock and the assumption of certain debt. The transaction is subject
to stockholder approval of the Company and regulatory approval. The
transaction is expected to close in the second quarter of 1996.
The purpose of the Third Amendment was to change the date by which the
transaction must close from January 31, 1996 to April 30, 1996.
Item 7. Financial Statements and Exhibits.
EXHIBITS
Exhibit 2.1 Third Amendment to Purchase Agreement dated as of January 29,
1996 between the Company and SCL.
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
Dated: February 8, 1996 By: /s/ Steven L. Wasserman
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Steven L. Wasserman
Its: Secretary
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EXHIBIT INDEX
Exhibit 2.1 Third Amendment to Purchase Agreement dated as of January 29,
1996 between the Company and SCL.
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Exhibit 2.1
THIRD AMENDMENT TO PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AGREEMENT, dated as of January 29, 1996
(this "Amendment"), is made by and between INTEK DIVERSIFIED CORPORATION, a
Delaware corporation ("Buyer"), and SIMMONDS CAPITAL LIMITED (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, Buyer and Seller entered into an Amendment to Purchase Agreement,
dated as of October 31, 1995 (the "First Amendment"); and
WHEREAS, Buyer and Seller entered into a Second Amendment to Purchase
Agreement, dated as of November 15, 1995 (the "Second 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. Termination Date. Section 7.1(b), as amended by the First Amendment, is
hereby further amended to change the date by which the transactions
contemplated by the Agreement must be consummated from January 31, 1996, to
April 30, 1996.
2. Defined Terms. Capitalized terms not defined herein shall have the
meanings given to them in the Agreement.
3. Effect of this Amendment. Except as specifically set forth herein, the
terms and provisions of the Agreement, as amended by the First Amendment and by
the Second Amendment, 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 LIMITED
By /s/David O'Kell
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Its:Secretary
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INTEK DIVERSIFIED CORPORATION
By /s/Steven L. Wasserman
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Its:Secretary
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