SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 20, 1996
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INTEK Diversified Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-9160 04-2450145
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(State or other (Commission (IRS Employer Iden-
jurisdiction File Number) tification No.)
of incorporation)
970 West 190th St., Suite 720, Torrance, CA 90502
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
310-366-7335
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Item 2. Acquisition or Disposition of Assets
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On September 20, 1996 (the "Closing Date"), INTEK
Diversified Corporation, a Delaware corporation ("INTEK"),
through Midland USA, Inc., a Delaware corporation and wholly-
owned subsidiary of INTEK ("MUSA"), consummated the acquisition
of the U.S. land mobile radio business (the "Business") of
Midland International Corporation ("MIC"), which consists of the
sale and distribution of land mobile radio products, including
two-way radios, parts and accessories, bearing the Midland
trademark, the Midland Trademark and related contracts and
goodwill of the Business (collectively, the "Assets").
The purchase price for the Assets was an amount up to 2.5
million shares of common stock of INTEK. In addition, cash
consideration of $3,417,246 for inventory and other assets which
are used in the Business (the "Inventory") was paid to MIC. MIC
was entitled to receive 150,000 shares of common stock of INTEK
on the Closing Date. The remaining 2.35 million shares of common
stock of INTEK (the "Escrow Shares") were deposited into an
escrow account with American Stock Transfer & Trust Company. MIC
is entitled to receive the Escrow Shares (subject to certain
adjustments) upon consummation of the acquisition by INTEK of
Securicor Radiocoms Limited ("Radiocoms"), a wholly-owned
subsidiary of Securicor Communications Limited, an England and
Wales corporation (the "Securicor Transaction") or if Securicor
and INTEK, or their respective affiliates, enter into one or more
transactions within six months of the termination of the stock
purchase agreement for the Securicor Transaction (the "Securicor
Agreement"), which, in the aggregate, convey majority control of
INTEK to Securicor upon the closing of such transactions.
Radiocoms is engaged in the design, development and manufacture
of a range of land mobile radio products using linear modulation
technology. The Escrow Shares will be voted for and against the
Securicor Transaction and the transactions contemplated thereby,
including an amendment to INTEK's Certificate of Incorporation to
increase the number of shares authorized to accomodate the
Securicor Transaction, in proportion to the vote of INTEK's
stockholders, excluding Simmonds Capital Limited, an Ontario
corporation, Roamer One Holdings, Inc., an Ohio corporation and
Securicor International Limited, an affiliate of Securicor
Communications Limited.
Simultaneous with the acquisition of the Assets and
Inventory, Securicor Communications Limited ("Securicor") and
MUSA entered into a loan agreement on September 19, 1996 (the
"Loan Agreement"), under which Securicor agreed to provide MUSA
with a revolving credit facility for up to $15 million (the
"Credit Facility"). MUSA has pledged its assets, and INTEK
pledged its shares in MUSA, as security for the funds advanced by
Securicor under the Credit Facility. MUSA financed the cash
portion of the purchase price for the Inventory from an advance
under the Credit Facility. Upon consummation of the Securicor
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Transaction, INTEK will assume the obligations outstanding under
the Credit Facility and such obligations shall become obligations
outstanding under a separate loan that will be extended by
Securicor to INTEK upon consummation of the Securicor
Transaction.
In the event the Securicor Transaction is not consummated,
the amounts outstanding under the Credit Facility are due and
payable on the Repayment Date. The term "Repayment Date" is
defined as the date (the "Specified Repayment Date") thirty (30)
days after the Termination Date, provided that if the meeting of
INTEK Stockholders to consider the Securicor Transaction is held
after October 31, 1996 but before November 30, 1996 then the
Specified Repayment Date shall be extended by such number of days
between October 31, 1996 and the date of such meeting. The term
"Termination Date" is defined as the first to occur of (x) the
date the Securicor Agreement is terminated pursuant to Section
3.2 thereof or (y) December 31, 1996. MIC has been granted an
option by INTEK for a period of thirty (30) days following the
termination of the Securicor Agreement to acquire the stock of
MUSA upon the payment of 150,000 shares of common stock of INTEK
and the payment to Securicor of all outstanding obligations under
the Credit Facility.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, INTEK has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 18, 1996 INTEK Diversified Corporation
By: /s/ David Neibert
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Name: David Neibert
Title: Executive Vice President
