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) June 29, 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 acquired Lytton Incorporated, a Delaware corporation
("Lytton") in July, 1997 pursuant to a stock purchase agreement ("Agree-
ment") for $2,500,000 and 300,000 shares of common stock, $.01 par
value, of the Company ("Techdyne Common Stock") and certain incentive
compensation. Pursuant to the Agreement, the Company had guaranteed
the amount of consideration to be received by Patricia Crossley, the
singular selling shareholder of Lytton, up through July 30, 1998 for
the sale of the Techdyne Common Stock. The guaranty is for $2,400,000
("Guaranteed Proceeds") subject to Lytton satisfying certain pre-tax
earnings ("Earnings Level"), otherwise the guarantee is fo $2,000,000,
and requires the shares to be sold on or before July 30, 1998. If the
selling shareholder realizes an amount less than the Guaranteed Proceeds
upon the sale of her Techdyne Common Stock, the Company would make up
the difference, at the discretion of the Company, in either cash or
additional common stock of the Company.
On June 29, 1998, Patricia Crossley and the Company entered into
Amendment No. 1 to the Agreement ("Amendment No. 1") modifying the
guaranty to provide that the selling shareholder shall sell on or prior
to July 31, 1998 such number of her Techdyne Common Stock to yield
aggregate gross proceeds of no more than $1,300,000. The balance of the
Techdyne Common Stock, defined as the Remaining Techdyne Common Stock,
may be sold at any time thereafter, and the Company will issue to
Patricia Crossley that amount of its common stock, if necessary, to
insure that the Remaining Techdyne Common Stock shall be 150,000 shares.
The Remaining Techdyne Common Stock is, subject to satisfaction of the
Earnings Level, guaranteed for gross proceeds of no less than $1,100,000
("Guaranteed Amount") if sold on or prior to July 31, 1999 ("Extended
Guaranty Period"). If sales of the Remaining Techdyne Common Stock
provides the selling shareholder with less than the Guaranteed Amount,
the Company shall provide her the difference in cash or additional
common stock of the Company, or a combination of both, at the dis-
cretion of the Company. The Extended Guaranty terminates if the
Remaining Techdyne Common Stock is sold beyond the Extended Guaranty
Period, or if the last sales price per share of the Company's Common
Stock during the Extended Guaranty Period was, for a 20 trading day
period in any 30 consecutive trading day period, at least 40% more than
the per share price of the Remaining Techdyne Common Stock determined by
dividing the Guaranteed Amount by the Remaining Techdyne Common Stock.
Any sums realized by the selling shareholder in excess of the Guaranteed
Amount belongs to the selling shareholder.
On June 30, 1998, four officers of the Company (three of whom are
directors) executed their 1994 incentive stock options, exercisable at
$1.00 per share, for an aggregate of 115,000 shares of Common Stock.
The exercise was accomplished with cash for the par value amount of the
shares acquired with the balance in three year recourse promissory notes
at 5.16% annual interest. The notes are secured with the Common Stock
acquired upon exercise of the options, which shares are being held in
escrow pending payment of the promissory notes. The Common Stock so
acquired may be voted by the shareholder until a default, if any, in
payment of principal or interest of the promissory note.
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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
(2) Plan of acquisition
(i) Stock Purchase Agreement between Patricia Crossley,
Lytton Incorporated and the Company dated July 31,
1997 (incorporated by reference to the Company's
Current Report on Form 8-K dated August 12, 1997,
Item 7(c)(2)(i)).
(99) Additional Exhibits
(i) Amendment to Stock Purchase Agreement between the
Company and Patricia Crossley dated June 29, 1998.
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 6, 1998
AMENDMENT TO STOCK PURCHASE AGREEMENT
Amendment No. 1 dated June 29th, 1998 to Stock Purchase Agreement
("Amendment No. 1") between LYTTON CORPORATION (the "Company"), PAT
CROSSLEY (the "Seller") and TECHDYNE, INC. (the "Buyer") dated July 31,
1997 (the "Agreement").
WHEREAS, Seller and Buyer are desirous of amending the Agreement as
provided for in this Amendment No. 1 relating solely to the extension of
the Guarantee of the Buyer with respect to the 300,000 shares of Techdyne
common stock, $.01 par value (the "Techdyne Common Stock") issued to
Seller as part consideration for the acquisition of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agree-
ments herein set forth and subject to the terms and conditions hereof,
Seller and Buyer, intending to be legally bound, agree as follows:
1. Section 1.2 (iii), "Buyer Guarantee" is amended to read as
follows:
Seller shall sell on or prior to July 31, 1998 such number
of the Techdyne Common Stock as to yield aggregate gross
proceeds of no more than $1,300,000. The balance of the
Techdyne Common Stock remaining subsequent to such sale
("Remaining Techdyne Common Stock") may be sold at any time
thereafter. The Remaining Techdyne Common Stock shall not be
less than 150,000 shares of the common stock of Techdyne; and,
to the extent that Seller sells more than 150,000 shares of her
Techdyne Common Stock to realize all or a portion of the
$1,300,000 of aggregate proceeds, then Buyer shall issue to
Seller that amount of Buyer's common stock so that the Re-
maining Techdyne Common Stock shall be 150,000 shares.
Notwithstanding anything herein to the contrary, if Seller
sells the Remaining Techdyne Common Stock on or prior to July 31,
1999 ("Extended Guarantee Period"), then Buyer will guarantee
Seller aggregate gross proceeds of no less than $1,100,000 (the
"Guaranteed Amount"). To the extent that Seller sells the
Remaining Techdyne Common Stock within the Extended Guarantee
Period and receives gross proceeds less than the Guaranteed
Amount, Buyer shall as soon as possible but no later than forty-
five (45) days from the sale of the Remaining Techdyne Common
Stock by Seller, make up the difference between the gross
proceeds received by Seller and the Guaranteed Amount, in whole
or any combination of, in the discretion of the Buyer, cash
and/or additional Techdyne Common Stock.
Buyer's Guarantee of the Guaranteed Amount terminates upon
any of the following events or occurrences:
1. Seller fails to sell the Remaining Techdyne Common
Stock within the Extended Guarantee Period; or
2. The last sales price per share of the common stock of
Techdyne as reported by Nasdaq for a period of twenty
(20) trading days in any thirty (30) consecutive
trading day period equals at least forty percent (40%)
more than the per share price of the
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Remaining Techdyne Common Stock ("Per Share Price"),
which Per Share Price is determined by dividing the
Guaranteed Payment by the Remaining Techdyne Common
Stock.
Should Seller realize a sum greater than the Guaranteed
Amount, then Seller shall keep any and all such excess sums.
Any additional Techdyne Common Stock that may be issued
to Seller by Buyer hereunder shall be registered within 120 days
of such issuance, and, if not, shall, upon Seller's request, be
redeemed by Buyer at the closing price of the Techdyne Common
Stock as reported by Nasdaq on the date that redemption is so
requested.
2. All other terms of the Agreement, other than the modified Buyer's
Guarantee as provided in this Amendment No. 1, shall remain in full
force and effect to the extent as provided in the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 on June 29th, 1998.
SELLER
PATRICIA ANN CROSSLEY
/s/ Patricia Ann Crossley
By: --------------------------
PATRICIA ANN CROSSLEY
TECHDYNE, INC.
/s/ Thomas K. Langbein
By: --------------------------
THOMAS K. LANGBEIN,
Chief Executive Officer
