DYNATEC INTERNATIONAL INC
8-K, 2000-12-07
TELEPHONE & TELEGRAPH APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):   November 22, 2000

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                           DYNATEC INTERNATIONAL, INC.

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               (Exact name of registrant as specified in charter)


          Utah                        0-12806                    87-0367267
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(State or other jurisdiction        (Commission                (IRS Employer
     of incorporation)              File Number)            Identification No.)


3820 West Great Lakes, Drive, Salt Lake City, Utah                  84120
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    (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:   (801) 973-9500
                                                     -----------------

                                 Not Applicable

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         (Former name or former address, if changed since last report.)


                                       1

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Item 2.  Acquisition or Disposition of Assets

         On November 22, 2000, Dynatec  International,  Inc., a Utah corporation
(the "Company") completed the sale of substantially all of the assets associated
with its Neat Things!(TM) home  organization and storage product line (the "Neat
Things! Division") to Expandable Home Organizers, Inc., a California corporation
("EHOI").   The  consideration   EHOI  paid  for  such  assets  at  closing  was
approximately  $1.5  million,  consisting  of  cash  payments  of  approximately
$850,000 and the assumption by EHOI of  liabilities  of the Company  incurred in
connection  with the Neat Things!  Division to the primary  outside  supplier of
that division.

         In addition to the  consideration  received at closing,  EHOI agreed to
purchase additional  inventory related to the Neat Things!  Division and located
at the Company's Salt Lake City, Utah headquarters,  which inventory EHOI agreed
to purchase on or before  December  15, 2000.  The purchase  price to be paid by
EHOI for such  inventory  is the  Company's  actual  costs  of  purchasing  such
inventory.  As of the date of this report, and since November 22, 2000, EHOI has
purchased  and paid for  additional  inventory  in the  amount of  approximately
$78,000.  EHOI is  unaffiliated  with the Company.  The  financial  terms of the
transaction were negotiated by management of the Company and EHOI.

         Assets of the Neat Things!  Division sold to EHOI include  intellectual
property  rights  either owned by or licensed to the Company,  inventory,  fixed
assets,  and other tangible and intangible  assets such as contract  rights with
suppliers, customers and sales representatives. Excluded from the assets sold to
EHOI are the  accounts  receivable  of the Company  related to the Neat  Things!
Division.

         The Company also agreed as part of the transaction with EHOI that for a
period of at least 90 days after the closing,  the Company would  cooperate with
and provide limited  related  assistance to EHOI to facilitate the transition of
the Neat Things! Division to EHOI, which is located in Chino, California.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (b)      Pro Forma Financial Information:

             Unaudited Pro Forma Condensed  Consolidated Financial Statements of
the Company will be filed within sixty days after the date hereof.

         (c)      Exhibits:

                  10.1     Asset Purchase Agreement dated November 22, 2000.

                  99.1     Press release dated November  27, 2000.


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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: December 6, 2000


DYNATEC INTERNATIONAL, INC.




By:  /s/ Frederick W. Volcansek, Sr.
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         Frederick W. Volcansek, Sr.
         Chairman and Chief Executive Officer



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