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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
CURRENT REPORT
on
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 26, 1995
AMERIQUEST TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of other jurisdiction of incorporation)
1-10397 33-0244136
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(Commission File Number) (IRS Employer Identification No.)
3 Imperial Promenade, Ste. 300, Santa Ana, CA 92707
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(Address of principal executive offices) (Zip Code)
(714) 437-0099
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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Robec, Inc. has asserted that it has the right to review the proposed
transaction with AmeriQuest Technologies, Inc. ("AQS") in the context of
existing circumstances, and possibly renegotiate the pricing of the transaction.
The existing circumstances include the following:
(i) The Staff of the Securities and Exchange Commission has taken
exception to the method by which the number of AQS shares to be
issued to the shareholders of Robec is not susceptible of
determination until after the vote by the shareholders of Robec, and
(ii) AQS recently has issued 2,002,858 shares of its Common Stock and
three-year warrants to purchase an additional 4,005,716 shares of
Common Stock, and
(iii) Robec management believes that a material adverse change in the
financial condition of AQS has occurred.
It does not appear from a review of the Amended and Restated Agreement and Plan
of Reorganization between Robec and AQS dated August 22, 1994 (the "Agreement")
that there is any obligation on behalf of AQS to renegotiate the terms of that
Agreement, and Robec was so informed on June 22, 1995.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
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On June 26, 1995, Robert H. Beckett resigned his position as a Director of
AQS, presumably in light of the conflicts of interest represented by the matters
referred to in Item 5. Other Events above. No letter was submitted by Mr.
Beckett detailing his disagreement(s) with AQS or requesting the publication of
such a letter.
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Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
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Not applicable
(b) Not applicable
(c) Exhibit No. Description of Exhibit
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17 Letter of Resignation as a Director from Robert H.
Beckett
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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.
AMERIQUEST TECHNOLOGIES, INC.
/s/ Stephen G. Holmes
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Stephen G. Holmes
Secretary, Treasurer and
Chief Financial Officer
Dated: June 30, 1995
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[LETTERHEAD OF ROBEC]
June 26, 1995
Mr. Marc Werner
Werner Company
93 Werner Road
Greenville, PA 16125-9499
Dear Marc:
Effective immediately, I hereby resign as director of AmeriQuest
Technologies, Inc.
Sincerely yours,
/s/ Robert H. Beckett
RHB:pb Robert H. Beckett
Chairman & CEO
cc: Harold L. Clark
Stephen G. Holmes
