<PAGE>
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) August 28, 1996
-------------------------------
La-Man Corporation
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-14427 33-2286268
- ------------------------------ ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2180 State Road 434, Suite 6136, Longwood, FL 32779
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 865-5995
-----------------------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 28, 1996, Heritage Packaging Services, Inc., a wholly-owned
Indiana subsidiary of the Registrant ("Heritage") sold substantially all of its
assets to Midwest Packaging Products, Inc., an Indiana corporation in formation
("Midwest"), pursuant to an Agreement for Purchase of Assets between Heritage
and Midwest dated as of August 27, 1996 ("Agreement"). A copy of the Agreement
is filed as Exhibit 2.1 to this Report and incorporated by reference herein.
The assets sold by Heritage to Midwest were comprised of accounts
receivable, inventory, furniture, fixtures and equipment, storage and packaging
materials and related supplies, and all rights of Heritage in and to the name
"Heritage Packaging Services, Inc." In consideration therefor, Midwest paid to
Heritage the cash sum of $35,000 and assumed certain accounts payable and other
liabilities of Heritage.
The consideration and the other terms and provisions of the Agreement were
the result of arm's-length negotiations among the Registrant, Heritage, Midwest
and its principals.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
2.1 Agreement for Purchase of Assets dated as of August 27, 1996
between Heritage Packaging Services, Inc. and Midwest Packaging
Products, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
LA-MAN CORPORATION
(REGISTRANT)
Date: September 10, 1996 By: /s/ Otto J. Nicols
___________________________
Otto J. Nicols
Vice President, Treasurer (CFO)
and Assistant Secretary
2
<PAGE>
EXHIBIT 2.1
AGREEMENT FOR PURCHASE OF ASSETS
THIS AGREEMENT is made and entered into as of August 27, 1996 (the
"Effective Date") by and between HERITAGE PACKAGING SERVICES, INC., an Indiana
Corporation of 2701 S. Coliseum Blvd., Suite 1147, Fort Wayne, Indiana 46803
("Seller") and MIDWEST PACKAGING PRODUCTS, INC., an Indiana Corporation in the
process of formation who's address is c/o John Whiteleather, 119 S. Main St.,
Columbia City, Indiana 46725 ("Purchaser"), acting through Scarlett Garrity as
its duly authorized agent ("Agent").
W I T N E S S E T H:
-------------------
WHEREAS, Seller is in the business of selling, marketing, distributing and
processing various paper and packaging materials (the "Business") and has
determined that it wishes to sell its assets and discontinue the Business; and
WHEREAS, Agent has been an employee of the Seller and has identified a
financial investor ("Investor") who is interested in acquiring the assets of the
Seller through the Purchaser; and
WHEREAS, Agent contemplates becoming an employee of the Purchaser after
this transaction is concluded and has negotiated with various stock holders and
interested parties of the Seller on behalf of the Purchaser with regard to this
purchase of assets, with the full knowledge, consent and approval of the Seller;
and
WHEREAS, the parties have come to certain understandings which they wish to
evidence by this writing;
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained and other good and valuable consideration, the parties and each of
them for themselves, their proper successors and assigns, do hereby covenant and
agree as follows:
1 . SALE OF ASSETS. In consideration of the purchase price described in
--------------
paragraph 2 hereof, effective the Effective Date Seller does hereby sell,
transfer, convey and assign to Purchaser all of its right, title and interest in
and to all of its assets present at the facilities of the Seller at 2701 S.
Coliseum Blvd., Suite 1147, Fort Wayne, Indiana 46803 (the "Location") as well
as any other assets which it owns and which are related to or utilized in
connection with the Business which assets include, but are not limited to, that
List of Assets identified on Exhibit A, attached hereto and incorporated herein
by reference, BUT EXCLUDING ALL OF THOSE ASSETS LISTED ON EXHIBIT B ("EXCLUDED
----------------------------------------------------------------
ASSETS"). As further evidence of the transfer of title to the assets to be
- --------
transferred hereunder (the "Assets"), Seller shall simultaneously with the
execution of this Agreement sign a Warranty Bill of Sale for all the Assets in
the form attached hereto as Exhibit C hereto. In addition, Seller covenants and
<PAGE>
agrees to execute any and all documents reasonably requested by Purchaser to
effect the transfer of title from the Seller to the Purchaser and/or to evidence
such transfer of title, including, but not limited to, Certificates of Title,
individual Bills of Sale, Assignments or the like.
2. PURCHASE PRICE AND CONSIDERATION. The Purchaser does hereby agree to
--------------------------------
pay as the Purchase Price for the Assets the cash sum of $35,000 plus the
assumption of (a) all of the Accounts Payable listed on the Schedule of Accounts
Payable, attached hereto, marked Exhibit D and incorporated herein by reference
and (b) all outstanding customer orders of the Seller which remain unperformed
as of the effective date of this Agreement (the "Assumed Liabilities").
Notwithstanding any other provisions of this Agreement, except for the Assumed
Liabilities the Purchaser DOES NOT ASSUME any debt, obligation, liability,
---------------
account payable, funding obligation, employee benefits, accrued vacation pay,
medical benefits, tax obligations, lease agreements, ongoing contractual
liabilities, or other financial or performance obligations of the Seller (the
"Retained Liabilities"). The Purchase Price shall be allocated as follows:
<TABLE>
<CAPTION>
<S> <C>
Inventory $30,000
Furniture, Fixtures and Equipment $5,000
Accounts Receivable Total amount of accounts payable assumed
Customer Orders Performance of customer orders
Good Will $1
</TABLE>
3. REPRESENTATIONS AND WARRANTIES OF SELLER. By its signature below the
----------------------------------------
Seller makes the following representations and warranties to the Purchaser as an
inducement for the Purchaser to purchase the Assets with the express
understanding that the Purchaser is relying upon said representations and
warranties as the basis for entering into this transaction.
A. Seller is a duly organized Indiana corporation, currently in good
standing and fully authorized to carry on its business in the State of
Indiana and all parties necessary to approve the sale of its assets
have consented to and approved such sale in accordance with the terms
of this Agreement.
B. The Accounts Receivable list attached to Exhibit A and the Accounts
Payable list attached as Exhibit D of this Agreement are substantially
correct and contain no material misrepresentation.
C. The Assets being transferred hereunder are owned by the Seller without
claim, lien or encumbrance in favor of any third party whatsoever and
the Seller has all the power and authority necessary to convey
marketable title to such Assets free of any lien, tax lien,
encumbrance, or liability, other than those Accounts Payable listed on
Exhibit D.
D. There is no collective bargaining representative appointed or claiming
the right to represent the employees of the Seller.
2
<PAGE>
4. NO OFFER OF EMPLOYMENT. Seller and Purchaser mutually acknowledge and
----------------------
agree that no employee of the Seller is entitled to become employed by the
Purchaser or is automatically employed by the Purchaser as a result of this sale
transaction. Purchaser assumes no responsibility for any accrued obligations
owing by the Seller to any employee of the Seller nor on account of Seller's
employment of any employee, including, but not limited to payroll, vacation pay,
fringe benefits or pension or profit sharing contributions. (Nothing contained
in this paragraph shall in any way limit the express obligation of the Purchaser
to pay certain specific payroll obligations owing by the Seller as specifically
listed on Exhibit D.)
5 . NAME AND GOODWILL. It is expressly recognized by the parties that
-----------------
such goodwill as may be attached to the name Heritage Packaging Services, Inc.
is intended to be available to the Purchaser and accordingly, the Seller does
hereby agree to discontinue its use of such name and to formally amend its
Articles of Incorporation to change its name to any name which will not be
confused with the name "Heritage Packaging Services, Inc." Furthermore, Seller
does hereby expressly authorize Purchaser to utilize the name Heritage Packaging
Services, Inc. and any portion thereof in connection with the Business or to not
utilize such name, totally within the discretion of the Purchaser. The Seller
does hereby expressly assign to Purchaser the right to utilize any and all of
its existing telephone numbers which were previously maintained by the Seller in
connection with the Business.
6. WARRANTIES AND REPRESENTATION OF PURCHASER. Purchaser makes the
-------------------------------------------
following warranties and representations to Seller with the intention of
inducing the Seller to enter into this Agreement and perform the covenants and
obligations hereunder.
A. The Agent is a duly authorized agent to act on behalf of the Investor
and the Purchaser with the intention that such Agent will form
Purchaser as an Indiana Corporation in which the Investor will hold an
equity interest. The Investor has reviewed this Agreement and the
related documents, has authorized the Agent to act on its behalf as
well on behalf of the Purchaser as a corporation in formation and
shall have no claim for the return of any of the consideration paid
for the purchase of Assets, except to the extent that Purchaser would
have a claim under the express terms and conditions of this Agreement.
B. As soon as Purchaser is organized, its shareholders and Board of
Directors will approve the purchase of Assets under the terms of this
Agreement and will ratify and approve this Agreement and the actions
of the Agent as proper actions on behalf of the Purchaser.
7. DISTRIBUTION OF SELLER'S PROPERTY COMING INTO POSSESSION OF PURCHASER.
----------------------------------------------------------------------
The Seller expressly authorizes the Purchaser to collect all of the Accounts
Receivable assigned to Purchaser hereunder and will take all such actions
reasonably requested by the Purchaser, such as the endorsement to the Purchaser
of checks payable to the Seller, to assist the Purchaser in liquidating Accounts
Receivable payments. If any funds or other property which properly belong to
3
<PAGE>
the Seller comes into the possession or control of the Purchaser, the Purchaser
shall, as soon as reasonably possible, deliver the same to the Seller or its
duly authorized agent.
8. COVENANT OF MUTUAL COOPERATION. Each of the parties does hereby
------------------------------
expressly covenant and agree to take any and all steps, sign any and all
documents, deliver any and all property and materials, remit any and all funds
and/or render any and all other performances which may reasonably be required of
each of said parties in order to fully carry out the intentions of this
Agreement or to comply with the reasonable requests of the other party. In
addition to and not in limitation of the foregoing, Purchaser acknowledges that
Seller shall have access to the Location and the books and records included in
the Assets for the purpose of identifying and obtaining all original financial
records needed to be retained by Seller (of which Seller shall furnish Purchaser
copies) and to take various other actions in connection with the winding up of
the Business, and Purchaser agrees to provide an employee or representative of
the Seller with reasonable office space at the Location during the 60-day period
following the Effective Date, without charge to Seller.
9. HOLDOVER TENANCY. Seller presently leases the Location on a month-to-
----------------
month basis and is required to give the lessor a minimum of 30 days' prior
written notice of termination of the tenancy. The parties acknowledge that
Purchaser will be negotiating its own rental arrangement for the Location with
the lessor thereof and that in connection therewith, Seller will deliver written
notice of termination to the lessor as soon as practicable following Purchaser's
request, but in any event not later than August 31, 1996. In the event
Purchaser occupies the Location as a subtenant of Seller, Purchaser will be
responsible for all rentals due on the Location from the date of such occupancy
and will indemnify and hold harmless the Seller from and against any claims by
the lessor in connection therewith.
10. INDEMNIFICATION BY SELLER. Seller shall defend, indemnify and hold
-------------------------
harmless Purchaser and its affiliates and their respective shareholders,
directors, officers, employees and agents (a "Purchaser Protected Party") from,
against and in respect of any and all demands, claims, actions or causes of
action, losses, liabilities, damages, taxes, costs and expenses, including
without limitation reasonable attorneys' fees and expenses, asserted against,
imposed upon or paid, incurred or suffered by any Purchaser Protected Party and
arising from:
(a) any breach or inaccuracy of any representation, warranty, covenant
or agreement of the Seller in this Agreement;
(b) any and all Retained Liabilities; and
(c) claims asserted in respect of the conduct of the Business or the
ownership or operation of the Assets by the Seller prior to the Effective Date.
11. INDEMNIFICATION BY PURCHASER. Purchaser shall defend, indemnify and
----------------------------
hold harmless Seller and its affiliates and their respective shareholders,
directors, officers, employees and agents (a "Seller Protected Party") from,
against and in respect of any and all demands, claims, actions or causes of
4
<PAGE>
action, losses, liabilities, damages, costs and expenses, including without
limitation reasonable attorneys' fees and expenses, asserted against, imposed
upon or paid, incurred or suffered by any Seller Protected Party and arising
from:
(a) any breach or inaccuracy of any representation, warranty, covenant
or agreement of the Purchaser in this Agreement;
(b) any and all Assumed Liabilities; and
(c) claims asserted in respect of the ownership or operation of the
Assets by the Purchaser on or after the Effective Date.
12. PARTICIPATION IN LITIGATION. In the event any suit or other
---------------------------
proceeding is initiated against a Purchaser Protected Party or a Seller
Protected Party (a "Claimant") with respect to which a Claimant alleges another
party is or may be obligated to indemnify such Claimant hereunder, such other
party shall be entitled to participate in such suit or proceeding, at its
expense and by counsel of its choosing, provided that (a) such counsel is
reasonably satisfactory to the Claimant, and (b) the Claimant shall retain
primary control over such suit or proceeding. Such counsel shall be afforded
access to all information pertinent to the suit or proceeding in question. The
Claimant shall not settle or otherwise compromise any such suit or proceeding
without the prior consent of the party from whom indemnification is sought,
which consent shall not be unreasonably withheld, if the effect of such
settlement or compromise would be to impose liability on such party hereunder.
13. COVENANT NOT TO COMPETE. Seller does hereby expressly agree that
-----------------------
neither it nor any of its related or affiliated companies, officers, directors
or employees shall engage in any business activities directly competitive with
the Business sold hereunder nor will any of such parties actively solicit or
interfere with the relationship between the Purchaser and its customers for a
period of three (3) years from and after the date of signing this Agreement.
14. JURISDICTION AND APPLICABLE LAW. This Agreement has been made and
-------------------------------
entered into in the State of Indiana and the laws of such State shall be applied
in the construction of this Agreement. Each of the parties does hereby
expressly consent to the jurisdiction of the Courts of the State of Indiana for
the purpose of resolving any disputes which may arise between them with regard
to the transaction herein contemplated, the enforcement of this Agreement or any
matters related thereto.
15. MISCELLANEOUS PROVISIONS.
------------------------
A. Complete Agreement. This Agreement, the Exhibits attached hereto and
------------------
any documents expressly referenced herein constitute the total
agreement between the parties and are understood to be included within
the definition of the term "Agreement" as used herein. Any and all
other agreements or understandings between the parties prior to the
date of signing of this Agreement, whether written or oral, are hereby
superseded by the express terms of this Agreement.
5
<PAGE>
B. Amendment. This Agreement may be amended only by a writing signed by
---------
all of the parties hereto.
C. Counterparts and Facsimile Copies. It is contemplated that this
---------------------------------
Agreement will be signed in counterparts and will bear facsimile
copies of the signatures of the parties hereto all of which
counterparts and facsimile copies shall form but one (1) Agreement and
shall be binding as to each party who is a signatory thereto.
D. Severability. In event that any provision of this Agreement is deemed
------------
by a Court of competent jurisdiction to be illegal or unenforceable,
such provision shall be deleted from this Agreement to the extent of
its illegality or unenforceablity and the remainder of the Agreement
shall nevertheless continue in full force and effect.
IN WITNESS WHEREOF the parties and each of them have executed this
Agreement as of the day and date appearing adjacent to his, her or its
respective signature with the intention that the same be effective as of August
27, 1996.
WITNESSES: SELLER:
HERITAGE PACKAGING SERVICES,
INC., an Indiana corporation
BY: /s/ J. William Brandner
------------------------------------
/s/ Otto J. Nicols Print Name: J.William Brandner
- -------------------------------
Its: President
/s/ Marshall S. Harris Dated: August 27, 1996
- -------------------------------
WITNESSES: PURCHASER:
MIDWEST PACKAGING PRODUCTS,
INC., an Indiana corporation in formation
/s/ Richard James Bolin BY: /s/ Scarlett Garrity
- ------------------------------ ------------------------------------
Scarlett Garrity
/s/ Jill B. Smiley Its: Authorized Agent
- ------------------------------
Dated: August 27, 1996
6
<PAGE>
EXHIBIT LIST
Exhibit A List of Assets
Exhibit B Excluded Assets
Exhibit C Bill of Sale
Exhibit D Accounts Payable
EXHIBITS INTENTIONALLY OMITTED, AND WILL BE PROVIDED BY THE REGISTRANT TO THE
SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.
7
