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) July 8 1998
TECHDYNE, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-14659 59-1709103
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2230 West 77th Street, Hialeah, Florida 33016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 556-9210
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Item 5. Other Events
The Company has extended the exercise period of its 959,152 out-
standing common stock purchase warrants (the "Warrants") for a period
of six months from September 12, 1998 to March 12, 1999. The Warrants
were originally issued in 1995 pursuant to a registered offering of
securities of the Company which included 1,000,000 shares of its common
stock and 1,000,000 Warrants. The Warrants remain exercisable at an
exercise price of $5.00 per share for common stock, $.01 par value
("Common Stock") of the Company, and are subject to redemption by the
Company at $.10 per Warrant under certain conditions, including a
trading price of $7.50 per share, for fifteen consecutive trading days
prior to notice of redemption. At present, the Company does not
anticipate redeeming the Warrants. The closing price of the Common
Stock on July 10, 1998 as reported by Nasdaq was $4.63.
Assuming full exercise of the Warrants, the Company would realize
gross proceeds of approximately $4,800,000, which would be reduced by
fees of 5% of the proceeds from Warrants exercised to Joseph Dillon &
Company, Inc. ("Dillon"), the underwriter of the Company's 1995 public
offering of the Common Stock and the Warrants, subject to certain con-
tingencies, among which is that the Warrant is not held in a discre-
tionary account and Dillon is designated as the soliciting broker.
The net proceeds after costs to the Company from the exercise of the
Warrants, assuming all Warrants are exercised, would be approximately
$4,530,000 and would be applied to financing potential acquisitions,
which includes new facilities, expanding existing products, upgrading
plant and equipment, and hiring additional sales personnel, as well as
allocated to the Company's Visual Manufacturing software program, and
for working capital. The software program is currently used for
upgrading operations and addressing the "Year 2000" issue. There is
no assurance as to the extent of any exercise of the Warrants, par-
ticularly in view of the current market price of the Common Stock
being less than the Warrant exercise price, and therefore, there can
be no assurance that the Company will realize any proceeds.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial statements of businesses acquired
Not Applicable
(b) Pro forma financial information
Not Applicable
(c) Exhibits
(99) Additional Exhibits
(i) Supplement to Prospectus dated July 13, 1998.
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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.
TECHDYNE, INC.
/s/ Thomas K. Langbein
By--------------------------------
THOMAS K. LANGBEIN, Chairman
of the Board and Chief Executive
Officer
Dated: July 13, 1998
TECHDYNE, INC.
Supplement Dated July 13, 1998
On July 8, 1998, the Board of Directors of the Company extended the
exercise period of the Redeemable Common Stock Purchase Warrants exer-
cisable at $5.00 per share of Common Stock ("Warrants") for a period of
six months from September 12, 1998 to March 12, 1999. All references
in the Prospectus dated December 11, 1996 ("Prospectus") concerning the
exercise period of the Warrants are modified to March 12, 1999.
Use of Proceeds is also being modified on pages 5 and 11 of the
Prospectus to indicate that assuming significant proceeds are realized
by the Company from Warrant exercises, a substantial portion of those
proceeds could be used toward acquisition of companies in related op-
erations of the Company to expand its customer base, manufacturing
services, geographic presence, as well as allow the Company to syner-
gistically cross market its products and services. Certain of the
proceeds may also be allocated to the Company's Visual Manufacturing
software program currently used for upgrading operations and ad-
dressing the "Year 2000" issue.
The Company originally issued 1,000,000 Warrants in its 1995
offering of Common Stock and Warrants through the underwriter, Joseph
Dillon & Company, Inc. ("Dillon"), which firm is also a selling
security holder. See page 30 of the Prospectus. There are presently
959,152 Warrants outstanding and trading on the Nasdaq National Market.
Gross proceeds, assuming full exercise of the Warrants, would be approx-
imately $4,800,000 less costs which include a 5% fee of the proceeds
from any Warrant exercise to Dillon based on certain conditions. See
"Plan of Distribution," page 34 of the Prospectus. The net proceeds
to the Company, assuming exercise of all the Warrants, would be approx-
imately $4,530,000.
The closing prices of the Common Stock and the Warrants on July 10,
1998 as reported by Nasdaq were $4.63 and $.81, respectively. There is
no assurance as to the extent of any exercise of the Warrants, partic-
ularly in view of the current market price of the Common Stock being
less than the Warrant exercise price. Therefore, there can be no
assurance that the Company will realize any proceeds.
