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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) February 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 March 8, 1996, Intek Diversified Corporation, a Delaware corporation
("INTEK"), Simmonds Capital Limited, an Ontario corporation and major
shareholder of INTEK ("SCL"), and Securicor Group plc, a corporation formed
under the laws of England and Wales, issued a joint press release announcing
that they have signed a Letter of Intent to combine certain of their wireless
communication businesses and related technology. The press release is attached
as an exhibit and incorporated by reference.
On February 29, 1996, INTEK announced that it had raised $2,500,000
through the issuance of a Senior Secured Debenture to MeesPierson ICS Limited,
a UK limited liability company. The principal of the Debenture, together with
interest at an annual rate of 10.5%, is payable on August 31, 1996. Payment of
the Debenture was secured by security interests in all of the assets of INTEK
and Roamer One, Inc., a subsidiary of INTEK, and by a mortgage on real estate
in Los Angeles owned by Olympic Plastics Company, Inc., another subsidiary.
INTEK also issued 50,000 shares of its common stock to MeesPierson as a closing
fee and paid a $25,000 agent fee to Octagon Capital Canada Corporation, agent
for MeesPierson. INTEK will use substantially all of the $2,500,000 to pay for
mobile radio equipment and technical services purchased from SCL Systems, a
division of SCL.
Item 7. Financial Statements and Exhibits.
(c) Exhibit 7.1 - Press release dated March 8, 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
Date: March 8, 1996 By: /s/ Steven L. Wasserman
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Steven L. Wasserman
Secretary
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EXHIBIT 7.1
NEWS RELEASE
PLAN FOR 3-WAY WIRELESS MERGER
ANNOUNCED BY INTEK, SIMMONDS CAPITAL, AND SECURICOR
U.S.A., Canada, and England - March 8, 1996--In a joint statement, Intek
Diversified Corporation ("Intek") of Los Angeles, California and Simmonds
Capital Limited ("SCL") of Toronto, Canada and Securicor Group plc
("Securicor") of Surrey, England today announced that they have signed a Letter
of Intent to combine certain of their wireless communication businesses and
related technology. The transaction will 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. As a result
of the proposed transaction, Intek will become an integrated wireless company
providing air time services, product distribution and manufacturing for the
wireless Land Mobile Radio market.
The completion of the proposed transactions is subject to the completion of due
diligence reviews by the parties, the negotiation and execution of definitive
documentation and customary other closing conditions, including the receipt of
regulatory and third party approvals and consents and the approval of Intek's
shareholders to the transactions and the issuance of its common stock. The
parties expect the transactions to close during the second quarter of 1996.
Intek and SCL reported that the new three way transaction replaces the
previously announced proposed acquisition of Midland, which has been terminated
by mutual agreement of SCL and Intek.
Under the terms of the Letter of Intent, Intek will purchase a license from
Midland for the use of the Midland trademark in the United States for the Land
Mobile Radio market in exchange for approximately 2.5 million common shares of
Intek. In addition, Intek will purchase for cash from Midland certain assets
which are used in the business. SCL will retain the international operations
of Midland and the SCL Systems business which operates as a systems integrator
for wide area communication networks. It is contemplated that SCL will
provide certain management services to Intek for the support of the Midland
two-way radio business in the United States.
The Letter of Intent also provides that Intek will acquire all of the shares of
SRL in exchange for approximately 25 million common shares of Intek. 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, a wireless
systems integration business, and all of Securicor's convertible preferred
shares in E. F. Johnson, a manufacturer of wireless communications equipment in
Waseca, Minnesota.
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Upon completion of the transactions contemplated by the Letter of Intent, there
will be approximately 39 million common shares of Intek outstanding, with
control passing to Securicor. It is contemplated by the parties that Intek
will then publicly offer securities to raise funds to continue the construction
of the Roamer One Specialized Mobile Radio system infrastructure and to provide
working capital. It is Securicor's current intention to maintain its
controlling interest in Intek.
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 constructing a nationwide Specialized Mobile Radio network on the
220 MHz spectrum to provide voice dispatch and mobile data services.
Securicor Group 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 (Symbols: Securicor; Securicor 'A'; and Security Services.)
Simmonds Capital Limited, Toronto, Ontario, is a diversified electronics
company. It is a manufacturer, distributor, and systems integrator in the
global wireless communications market and the production and distribution of
electronic components. SCL is listed on The Toronto Stock Exchange (Symbol:
SMM).
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 provisions 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 negotiate final agreements or to obtain regulatory or shareholder approvals.
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For further information contact:
David Neibert Brian Faughnan Dr. Ed Hough
Intek Diversified Corporation Simmonds Capital Limited Securicor Group
310-366-7703 416-221-1900 ext. 230 441-81-770-7000
