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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)
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DECEMBER 16, 1997
(Exact name of registrant as specified in its charter)
DYNATEC INTERNATIONAL, INC.
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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UTAH 0-12806 87-0367267
(Address of principal executive offices) (Zip Code)
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3820 Great Lakes Drive, Salt Lake City, UT 84120
Registrant's telephone number, including area code
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(801) 973-9500
(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Dynatec International, Inc. (The Company) has appointed KPMG Peat
Marwick, LLP as the Company's new certifying, independent accountant
effective for the audit for the year ending December 31, 1997.
Management believes that the Company has reached a level of financial
complexity which demands the resources of a major public accounting
firm. The Salt Lake City office of KPMG Peat Marwick is highly
regarded, and the Company feels the engagement of KPMG will better poise
the Company to achieve the financial results it can deliver.
As a result of this action approved by the Company's board of directors,
the former independent accountants, Jones, Jensen, & Company, have been
dismissed as of December 16, 1997. The Company has no disagreements
with its former accountants on the accounting and financial disclosures
in this filing.
The report of Jones, Jensen & Company on the Company's financial
statements for the year ended December 31, 1996, and the report of
Kartchner & Purser, P.C. on the financial statements for the period
ending December 31, 1995, contained no adverse or disclaimer of opinion.
Further, there were no disagreements with the former accountants on any
matter of accounting principles or practices, financial statements
disclosure, or auditing scope or procedure, which were not resolved to
the satisfaction of the former accountants during the two most recent
fiscal years and for any subsequent periods preceding the dismissal of
the former accountants.
ITEM 9. CHANGES IN SECURITIES
COMMON STOCK
On December 30, 1996, at a regularly scheduled meeting, the Board of
Directors approved Regulation S offerings of its common stock. Several
such stock offerings took place earlier this year as illustrated in the
table below. Regulation S stock is routinely offered at a discount from
the bid price. The subscription agreements were executed in reliance
upon the transaction exemption afforded by Regulation S based upon the
following facts:
(a) The Regulation S stock purchasers were not U.S. persons as defined under
Regulation S;
(b) At the time the buy order was originated, the purchasers were outside
the U.S. as of the date of execution and delivery of the subscription
agreements;
(c) Shares were purchased for purchasers own accounts and not on behalf of
any U.S. person, sales had not been pre-arranged with a purchaser in the
U.S., and all offers and resales of securities have been made in compliance
with Regulation S provisions;
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(d) The purchasers were not entities organized under foreign law by a U.S.
person (as defined in Regulation S Rule 902 (o)) for the purpose of
investing in unregistered securities, unless the purchasers were
organized and owned by accredited investors (as defined in Regulation D,
Rule 501 (a)) who are not natural persons, estates, or trusts;
(e) Purchase transactions were not pursuant to a fiduciary account where a
U.S. person had discretion to make investment decisions for the account;
(f) To the knowledge of the registrant, all offers and sales of the
Regulation S shares by purchasers prior to the expiration of a 40-day
restricted period were only to be made in compliance with the safe
harbor contained in Regulation S, pursuant to registration of
securities under the 1933 Act, or pursuant to an exemption from
registration. Offers and sales made after the expiration of the
restricted period were to be made only after shares had been registered
or became subject to exemption from registration. The restricted period
began on the closing of the offering or upon the completion of the
distribution of the offering as announced by the registrant;
(g) All offering documents received by purchasers included statements to
the effect that the shares had not been registered under the 1933 Act
and may not be offered or sold in the U.S. or to U.S. persons unless
the shares become registered under the Securities Act of 1933 or an
exemption from the registration requirements are available;
(h) The purchasers acknowledged that the purchase of the shares involved a
high degree of risk, and that the purchasers could bear the economic
risk of the purchase of the shares, including the total loss of their
investment; and
(i) The purchasers understood that the shares were being offered and sold
to them in reliance upon specific exemptions from the registration
requirements of the United States Federal and State securities laws,
and that the registrant was relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of purchasers set forth in the subscription agreements
in order to determine the applicability of such exemptions and the
suitability of the purchasers to acquire shares.
The following table shows sales of Regulation S securities of the
company during 1997:
Offering
Date of Sale Title of Security # of Shares Price
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February 26, 1997* Common Stock 173,500 $1.44
March 26, 1997* Common Stock 125,000 $2.00
July 1, 1997* Common Stock 125,000 $2.00
July 10, 1997* Common Stock 125,000 $2.00
December 31, 1997** Common Stock 333,334 $3.00
* These four transactions were approved at a December 30, 1996 meeting of
the board of directors (please refer to the first paragraph of this section),
but were funded at the dates indicated in the table above.
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**Please note that the December sale was made to four purchasers, each
for $250,000.
P.T. Dolok Permai, purchaser in the first two transactions referenced in the
above table, may have acted as an underwriter with regard to portions of the
shares sold in such transactions.
Dated this 21st Day of January, 1998
DYNATEC INTERNATIONAL, INC.
By /s/ DON WOOD
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CHAIRMAN AND CEO
