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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) November 1, 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 November 1, 1996, INTEK Diversified Corporation ("Intek") sold a series
of 6.5% Notes (with attached Offshore Warrants) to two purchasers at an
aggregate purchase price of $1,995,000 net to Intek after payment of the legal
fees of the purchasers. Both purchasers were foreign corporations that
executed note and warrant purchase agreements in which they represented and
warranted that the 6.5% Notes and attached Offshore Warrants were offered and
sold in non-U.S. transactions. The sale of the 6.5% Notes and attached
Offshore Warrants was exempt from the registration requirements of the
Securities Act of 1933 pursuant to Rule 903 of Regulation S. The 6.5% Notes
mature on October 31, 1999 and bear interest at the rate of 6.5% per annum.
All accrued interest is due and payable at the time the 6.5% Notes mature or
upon exercise of the Offshore Warrants. The Offshore Warrants, pursuant to
which the principal amounts of the 6.5% Notes will be converted into shares of
common stock of Intek, become exercisable by the holders thereof on December
31, 1996. Intek has the right, which may be exercised in whole or in part on
or after November 1, 1997, to require the holders to exercise the Offshore
Warrants. The principal amount of the 6.5% Notes will be reduced by an amount
equal to the exercise price of the Offshore Warrants multiplied by the number
of shares of Intek common stock issued pursuant thereto. The Offshore Warrants
are exercisable at discounts (ranging from 0%-29%) from the market price of
Intek's common stock on the exercise date. The purchasers were placed by Brown
Simpson, LLC ("Brown Simpson"), which had signed an engagement letter with
Intek. Brown Simpson received no consideration in connection with the
placement of the 6.5% Notes.
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
(Registrant)
Date: November 15, 1996 By: /s/ Steven L. Wasserman
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(Signature)
Steven L. Wasserman
Secretary
