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 2, 1995
Commission file number 0-16734
C.E.C. INDUSTRIES CORP.
(Exact name of registrant as specified in charter)
Nevada 87-0217252
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
23 Cactus Garden Drive, F-60
Green Valley (Henderson), Nevada 89014
(Address of Principal Executive Office) (Zip Code)
(702) 436-2500
(Registrant's Telephone Number, Including Area Code)
Copies To:
Donald J. Stoecklein, Esq.
Attorney at Law
23 Cactus Garden Drive, F-60
Henderson, Nevada 89014
(702)436-2530
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C.E.C. INDUSTRIES CORP. PAGE 2
Item No. 1. Changes in Control of Registrant.
No events to report
Item No. 2. Acquisition or Disposition of Assets.
On February 4, 1994, the Company purchased approximately
23.91 acres of undeveloped land in Las Vegas, Nevada, for
$3,327,158. Part of the consideration was 600,000 shares of
preferred stock (the "Preferred Stock") at $4.00 per share
convertible, after two years to common stock at a guaranteed
"bid" price of not less than $4.00 per share. Pursuant to the
terms of the agreement, in the event the "bid" price was less
than the stated $4.00 per share at the time in which the shares
are offered for conversion, the Company was obligated to issue
additonal common stock to satisfy any shortfall. Due to the
substantial dilution which was anticipated to have occurred in
February of 1996 as the result of the conversion, the Company
negotiated for a modification of the agreement wherein the
Preferred Stock was exchanged for non-convertible voting
preferred stock, in addition to certain real property assets.
Fernando Aldecoa, et al. v. Softpoint, Inc., United States
District Court, Southern District of California, Case Number
951654H(LSP). An action brought by shareholders of another
public company wherein CEC Industries Corp. ("CEC") is alleged to
be an alter ego of the other public company. Counsel for CEC
will be responding to the lawsuit and at this date intend to file
the appropriate motions to dismiss the case based upon a lack of
merit.
The Walter Company v. McHaffie, et al., Superior Court of
the State of California for the County of Los Angeles, Case
Number BC 135322. An action brought by the owners of real
property wherein CEC Industries Corp. is a limited partner.
Counsel for CEC is of the opinion that the Company's status as a
limited partner should be up-held and thus the Company should
avoid any liability under the lawsuit.
Item No. 3 Bankruptcy or Receivership.
No events to report.
Item No. 4 Changes in Registrant's Certifying Accountant
No events to report.
Item No. 5. Other Events.
On December 4, 1995, the Company received correspondence
from NASD indicating that the NASDAQ Hearing Review Committee has
remanded the Company's matter pertaining to its delisting back to
the Qualifications Committee "so that the Company
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C.E.C. INDUSTRIES CORP. PAGE 3
may resolve any discrepancy in the size of the public float for
the period of July 15, 1995 through September 4, 1995 to the
satisfaction of NASDAQ staff, and thereby resolve the Company's
argument that it met the alternative to the bid price prior to
its delisting."
Item No. 6. Resignation of Registrant's Directors.
No events to report.
Item No. 7. Financial Statement, Proforma Financial Information
and Exhibits.
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
C.E.C. INDUSTRIES CORP.
By:\s\Richard C. Cope Dated: December 11, 1995
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Richard C. Cope, President
