FORM 8 - K
CURRENT REPORT
Filed Pursuant to Section 13 or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 30, 1996
-------------------
Minute Man of America, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Arkansas 0-4289 71-0390957
---------------- ------------------- ------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
2129 North 15th Street, Melrose Park, Illinois 60160
---------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (708) 681-3660
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 15, 1996, the Company in a non-monetary transaction, after a
1 for 4 reverse stock split, exchanged 2,000,000 shares of its stock with the
three shareholders of Tone Products, Inc. for their stock in Tone Products.
As a result of this transaction, the following items were also agreed to:
(a) The Company changed its name to Tone Products, Inc.
(b) The board of directors was expanded to seven members. Tone Products,
Inc. is to place six members on the board and one current board
member will remain on the board.
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- -------------- ---------------- -------------------- -----
Common stock Timothy Evon 666,667 shares 23.5%
2129 North 15th Street
Melrose Park, Illinois
60160
Common stock Thomas Evon 666,667 shares 23.5%
2129 North 15th Street
Melrose Park, Illinois
60160
Common stock Michael Evon 666,666 shares 23.5%
2129 North 15th Street
Melrose Park, Illinois
60160
------------------- -----
2,000,000 shares 70.5%
=================== =====
<PAGE>
ITEM 2. ACQUISITION OF ASSETS
On October 15, 1996, the Company acquired, in a non-monetary
transaction, Tone Products, Inc. in exchange for 2,000,000 shares of the
Company. This transaction will be accounted for as a purchase transaction. Tone
Products, Inc. has locations in Melrose Park, Illinois and Las Vegas, Nevada.
They manufacture and distribute food products consisting primarily of juices,
sauces and snack foods.
The purchase price of Tone Products, Inc. consisted of the following:
Value of 2,000,000 shares
issued to shareholders of Tone $4,000,000
The purchase price of Tone Products, Inc. is the fair market value of
the Company stock issued to acquire Tone Products, Inc.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired.
It is impractical at this time to provide the audited financial
statements required. The required financial statements will be filed no later
than December 29, 1996.
(b) Pro forma financial information
It is impractical at this time to provide the pro form financial
information required. The required pro form financial information will be filed
no later than December 29, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 30, 1996 MINUTE MAN OF AMERICA, INC.
By: /s/ Timothy Evon
--------------------------------
Name: Timothy Evon
Title: Director and President
