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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . .)*
Dynatec International, Inc.
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(Name of Issuer)
Common Stock, Par value $0.001 per share
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(Title of Class of Securities)
1267907 30 1
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(CUSIP Number)
Mr. Dick E. Davis
Nordic Industries, Inc.
c/o Nordic-Lites, Inc.
2101 Brennan Ave.
Fort Worth, Texas 76106
(817) 740-9913
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 16, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
(Continued on the following page(s))
Page 1 of 11 Pages
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Schedule 13D Page 2 of 11 Pages
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No 1267907 30 1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Dick E. Davis; S.S. No. ###-##-####
Nordic Industries, Inc.; Tax I.D. No. 75-2491274
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Check the Appropriate Box if a Member of a Group *
(a) [ ]
(b) [x]
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3) SEC Use Only
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Source of Funds (See Instructions)
OO
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6) Citizenship or Place of Organization
Texas
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
* SEE INSTRUCTION BEFORE FILLING OUT
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Schedule 13D Page 3 of 11 Pages
Number of Shares (7) Sole Voting Power 305,000
Beneficially Owned . . . . . . . . . . . . . . . . . . . . . . . . . . . .
by Each Reporting (8) Shared Voting Power
Person With . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9) Sole Dispositive Power 305,000
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10) Shared Dispositive Power
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11) Aggregate Amount Beneficially Owned by Each Reporting Person
305,000
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares *
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13) Percent of Class Represented by Amount in Row (11)
15.5%
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14) Type of Reporting Person (See Instructions) *
CO
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
* SEE INSTRUCTION BEFORE FILLING OUT
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Schedule 13D Page 4 of 11 Pages
ITEM 1. SECURITY AND ISSUER
Common Stock
Dynatec International, Inc.
2830 West Great Lakes Drive
Salt Lake City, Utah 84119
ITEM 2. IDENTITY AND BACKGROUND
Nordic Industries, Inc., is a corporation organized in the State of
Texas. Nordic Industries, Inc. principal business is investments. Dick E.
Davis and his immediate family members are the shareholders of Nordic
Industries, Inc. The Nordic Industries principal office is located at:
Nordic Industries, Inc.
c/o Nordic-Lites, Inc.
2101 Brennan Ave.
Fort Worth, Texas 76106
Neither Nordic Industries, Inc. nor the persons required to file
pursuant to paragraph (d) of this Item 2 have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or have
declared Bankruptcy or other insolvency proceedings, nor have they been involved
in civil and/or administrative proceedings relating to an alleged violation of:
any securities or commodities law or regulation; any law or regulation
respecting financial institutions or fiduciary duties owed to any type of
entity; or any law or regulation preventing mail or wire fraud, or fraud in
connection with any business entities.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 2, 1996, the registrant, Dynatec International, Inc.,
affected the closing of the acquisition of substantially all of the assets of
Nordic-Lites, Inc., a Texas corporation, doing business as Nordic-Lites, Inc.
This closing and acquisition took place pursuant to an Asset Purchase agreement.
The amount of consideration transferred in the transactions and the
valuation of the assets was determined in arms-length negotiations by the
parties. The registrant issued 550,000 shares of common stock of the registrant
and additional restricted stock purchase warrants for 250,000 shares of the
registrant, in exchange for the assets of Nordic-Lites, Inc. Although no formal
appraisal was made of the acquired assets, the registrant believes that its
projections of the value of such assets are reasonable. In addition, some of
the assets acquired in the transaction were newly purchased in arms-length
transactions by Nordic-Lites, Inc.
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Schedule 13D Page 5 of 11 Pages
The assets described in the transaction were transferred to a new
wholly owned subsidiary of the registrant. The subsidiary is named: Nordic
Technologies, Inc., and is a Utah corporation.
The stock of the subject company is being exchanged for the assets of
the reporting person.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction is to effect the acquisition of
substantially all of the assets of Nordic-Lites, Inc.
Pursuant to the asset/stock exchange, the Board of Directors of the
registrant will be expanded from 5 members to 7 members. A designee of Nordic
Industries and of Cornerstone (filing separate 13D Schedules) will be appointed
board members of the new 7 member Board of Directors of the registrant.
In addition to the 305,000 shares issued to Nordic Industries,
purchase warrants based on performance tied to required gross revenues, for
127,500 shares have been issued.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate number and percentage of the class of securities of the
registrant identified pursuant to Item 1 is 1,971,300 aggregate shares which is
15.5% of the common outstanding stock.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships,
legal or otherwise, with relation to the transfer or voting of any of the
securities of the registrant except for the Repurchase Agreement (attached
hereto and incorporated herein by this reference).
Nordic Industries has entered into a Repurchase and Guarantee
Agreement with the registrant which provides certain "lock-up" provisions with
regard to the balance of its registered shares. The Repurchase Agreement
provides that the registrant will guarantee that Nordic Industries will receive
not less than $250,000.00 for the sale of 50,000 shares of the common stock of
the Company. The Repurchase Agreement also provides that the registrant will
have the right and obligation to repurchase certain shares from Nordic
Industries out of a sinking fund generated from 10% of the gross revenues of
Nordic Technologies. The registrant has no obligation to repurchase any shares
other than from the
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Schedule 13D Page 6 of 11 Pages
sinking fund. Therefore, the repurchase obligation is totally dependent upon
the success of Nordic Technologies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following materials are filed as Exhibits and are incorporated
herein by this reference:
The form of Repurchase and Guarantee Agreement.
The Form 8-K of the registrant was filed on December 16, 1996, file
number 000-12806 and is incorporated herein by this reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
12/26/96
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(Date)
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(Signature)
Dick E. Davis, individually and as
President of Nordic Industries, Inc.
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(Name/Title)
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Schedule 13D Page 7 of 11 Pages
REPURCHASE AND GUARANTEE AGREEMENT
This Agreement is made this day of November, 1996 by and
between Dynatec International, Inc. ("Dynatec"), a Utah corporation, and Nordic
Industries, Inc. ("Nordic"), a Texas corporation.
RECITALS
WHEREAS, Dynatec, Nordic, and others have entered into an Asset
Purchase Agreement (the "APA"), whereby Nordic Technologies, Inc.
("Technologies"), a Utah corporation, as the wholly owned subsidiary of Dynatec,
will acquire the principal assets of Nordic-Lites, Inc., a Texas corporation,
and undertake the business of the manufacture and sale of flashlight products;
WHEREAS, pursuant to the APA, Nordic (as one of the current
shareholders of the Nordic-Lites, Inc.), is to receive 305,000 shares of the
common stock of Dynatec; and
WHEREAS, Dynatec and Nordic have agreed to provide Nordic with
certain assurances as to the amount of proceeds that Nordic will derive from the
acquisition of the Dynatec stock;
NOW, FOR good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
AGREEMENT
1. CATEGORIES OF SHARES. The Dynatec common stock received by Nordic
shall be divided into three categories. The first category of shares consists
of 50,000 shares of common stock which are subject to the guarantee provisions
of paragraph three below, and are hereafter referred to as the "Guarantee
Shares". The second category of Dynatec shares consists of 150,000 shares which
are to be registered with the SEC pursuant to paragraph 2.1(d) of the APA, and
are hereafter referred to as the "Registered Shares". The remaining 105,000
Dynatec shares are hereafter referred to as the "Unregistered Shares". Both the
Guarantee Shares and the Registered Shares are to be registered by Dynatec
pursuant to paragraph 2.1(d) of the APA. The Registered Shares and the
Unregistered Shares are subject to the repurchase provisions of this Agreement
as set forth in paragraphs three and four below, and are collectively referred
to hereafter as the "Repurchase Shares".
2. PAYMENT REGARDING GUARANTEE SHARES. It is the stated purpose of
Nordic that it intends to sell the Guarantee Shares at the earliest possible
time during the first fifteen (15) months after the execution of this Agreement.
To the extent that the aggregate sales price of the Guarantee Shares is less
than $250,000 (prior to taking into consideration commissions of sale), Dynatec
will pay to Nordic, within thirty (30) days of
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Schedule 13D Page 8 of 11 Pages
written notice of the final sale of all Guarantee Shares, the difference
between $250,000 and the lesser aggregate sales price. All sales of the
Guarantee Shares shall be made subject to the terms of this paragraph, and in
one of the following categories of transactions; (a) brokers' transactions as
defined in Rule 144 promulgated by the Securities and Exchange Commission;
(b) in sales "at the market" on NASDAQ; (c) in block trades in which the
broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (d) in brokerage transactions in which the broker solicits
purchasers, provided the sales price is not less than $5.00 per share; or (e)
in privately negotiated transactions between Nordic and private purchasers,
provided the sales price is not less than $5.00 per share. Nordic shall use
its best efforts and act in good faith in selling the Guarantee Shares in
order to secure the best possible price upon the sale of the Guarantee
Shares. Nordic shall offer any of the Guarantee Shares to Dynatec at the
price of $5.00 a share, if any broker proposes to sell such shares for less
than $5.00 per share.
3. SINKING FUND. From the time of the Closing (as defined in the
APA), Dynatec will direct and ensure that Technologies will place ten (10%)
percent of the invoiced sales price received by Technologies on the sale of all
flashlight products of Technologies in an interest bearing account (the "Sinking
Fund"). These funds will be accumulated in the Sinking Fund until such time as
an aggregate of $500,000 has been placed into the fund. Dynatec and other
parties, at the direction of Dynatec, may contribute cash to the Sinking Fund to
assist in attaining the $500,000 maximum. The cash placed in the Sinking Fund
shall be used to purchase the Repurchased Shares on the Repurchase Dates, as
described in paragraph four below. Upon the purchase of all remaining
Repurchase Shares held by Nordic, or upon the cancellation of the Repurchase
Right, as provided in paragraph five below, the balance of any funds remaining
in the Sinking Fund will be released to Technologies to be used for its business
purposes, or returned to the parties or entities that made such funds available.
4. REPURCHASE OF SHARES. Until the cancellation under paragraph five
of the Repurchase Right described in this paragraph, Nordic shall sell to
Dynatec, and Dynatec shall buy, any or all of the Repurchase Shares, first out
of the Registered Shares (and when such shares have been purchased hereunder or
transferred to third parties by Nordic), then out of the Unregistered Shares.
The purchase price for the Repurchase Shares shall be $2.50 per share. However,
Dynatec shall have no obligation to purchase any shares unless there are
sufficient funds in the Sinking Fund referred to in paragraph three above to
purchase the Repurchase Shares. In the event that Nordic transfers any of the
Repurchase Shares to any other person or entity, no Repurchase Right will remain
attached to such shares. It is the intention of the parties that only Nordic
and Dynatec may exercise the rights provided herein, and that Dynatec may not
repurchase shares from any transferee of Nordic. The first repurchase of shares
shall take place on the first business day six (6) months after the execution of
this Agreement. Subsequent repurchases shall take place on the first business
day each three months thereafter, until such time as Nordic no longer owns any
of the Repurchase Shares. Each day on which a repurchase shall take place shall
be known as a
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Schedule 13D Page 9 of 11 Pages
"Repurchase Date". On the first Repurchase date, Dynatec may not purchase
more than 125,000 of the Repurchase Shares. On the second Repurchase date,
the total of Dynatec's purchases on the first and second Repurchase Dates may
not exceed 125,000 of the Repurchase Shares. Not less than thirty (30) days
prior to a Repurchase Date, Dynatec will give written notice (the "Repurchase
Notice") to Nordic of the amount of cash then on hand in the Sinking Fund,
and shall compute the number of shares which will be purchased on the
Repurchase Date based upon the amount of funds referenced in the notice.
5. CANCELLATION OF REPURCHASE RIGHT. Upon receiving the Repurchase
Notice from Dynatec, Nordic shall have twenty (20) days in which Nordic may give
written notice that it has elected to terminate the Repurchase Right set forth
in paragraph four of this Agreement, and the provisions of paragraph four shall
thereafter be null and void as to all Repurchase Shares which Nordic owns as of
the date that it gave notice of its election to terminate the Repurchase Right.
6. NUMERICAL LIMITATION ON SALES. The parties agree that none of the
shares referred to in this Agreement may be sold by Nordic for a period of six
months from the date of this Agreement. For the eighteen months thereafter (and
except for any Repurchase Shares purchased by funds from the Sinking Fund),
Nordic will not sell more than 40,000 shares in any three month period.
7. ARBITRATION. Any dispute, controversy or claim arising out of or
in connection with or relating to this Agreement, or any breach or alleged
breach thereof shall, as the exclusive method for resolution, be determined and
settled by arbitration in Salt Lake City, Utah, pursuant to the Commercial
Arbitration Rules then in effect of the American Arbitration Association. Any
award rendered shall be final and conclusive upon the parties and a judgment
thereon may be entered in the highest court or the forum, state or federal,
having jurisdiction, and shall include an award in favor of the prevailing party
to pay all reasonable costs and attorneys' fees incurred by the prevailing party
as well as the cost of the arbitration.
8. MISCELLANEOUS PROVISIONS
8.1 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties and supersedes all prior contemporaneous
agreements and understandings of the parties with respect to the subject
matter hereof.
8.2. NOTICES. Unless otherwise provided herein, any notice, demand,
or communication required or permitted to be given pursuant to any provision of
this Agreement shall be deemed to have been sufficiently given or served for all
purposes if delivered personally to the party or to an executive officer of the
party to whom the same is directed or, if sent, by registered or certified mail,
postage prepaid, addressed to the party at the address set forth below, or to
such other address as the party may from time to time specify by written notice
to the other party in accordance with this paragraph. Except as otherwise
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Schedule 13D Page 10 of 11 Pages
provided herein, any such notice shall be deemed to be given three business
days after the date on which the same was deposited in the United States
mail, addressed and sent as aforesaid.
Nordic Industries, Inc.
2101 Brennan Avenue
Fort Worth, Texas 76106
with copy to: Ronald L. Brown
2200 One Galleria Tower
13355 Noel Road, L.B. 48
Dallas, Texas 75240-6657
Dynatec International, Inc.
3820 West Great Lakes Drive
Salt Lake City, Utah 84119
with copy to: Bruce L. Dibb
311 South State Street
Suite 380
Salt Lake City, Utah 84111
8.3. APPLICATION OF UTAH LAW. This Agreement shall be construed and
enforced in accordance with the laws of the State of Utah.
8.4. CONSTRUCTION. Whenever the singular number is used in this
Agreement and when required by the context, the same shall include the plural,
and the masculine gender shall include the feminine and neuter genders and vice
versa.
8.5. HEADINGS. The headings in this Agreement are inserted for
convenience only and are in no way intended to describe, interpret, define, or
limit the scope, extent or intent of this Agreement or any provision thereof.
8.6. WAIVERS. The failure of any party to seek redress for violation
of or to insist upon the strict performance of any covenant or condition of this
Agreement shall not prevent a subsequent act, which would have originally
constituted a violation, from having the effect of an original violation.
8.7. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies
provided by this Agreement are cumulative and the use of any one right or remedy
by any party shall not preclude or waive the right to use any or all other
remedies. Said rights and remedies are given in addition to any other rights
the parties may have by law, statute, ordinance or otherwise.
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Schedule 13D Page 11 of 11 Pages
8.8. SEVERABILITY. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid, illegal or
unenforceable to any extent, the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected, and
such provision shall be enforceable to the fullest extend permitted by law.
8.9. SUCCESSORS AND ASSIGNS. Except as otherwise specifically
provided herein, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
8.10. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date first written above.
DYNATEC INTERNATIONAL, INC., NORDIC INDUSTRIES, INC.
a Utah corporation
By By
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Its: Its:
