SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13A-17
OR 15D-17 THEREUNDER
PCT HOLDINGS, INC.
(Exact name of issuer as specified in charter)
434 Olds Station Road, Wenatchee, WA 98801
(Address of principal executive offices)
(509) 664-8000
(Telephone number, including area code)
A. CHANGE IN NUMBER OF SHARES OUTSTANDING
INDICATE ANY CHANGE (INCREASE OR DECREASE) OF 5% OR MORE IN THE NUMBER
OF SHARES OUTSTANDING:
See the attached Exhibit A.
GIVE BRIEF DESCRIPTION OF TRANSACTIONS:
See the attached Exhibit A.
B. CHANGE IN NAME OF ISSUER
NONE.
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.
Date: August 14, 1996 PCT HOLDINGS, INC.
By: DONALD A. WRIGHT
-------------------------------------
Donald A. Wright
President and Chief Executive Officer
-1-
<PAGE>
<TABLE>
EXHIBIT A
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Title of Number of Additional Number of % Effective Method of change
Security shares Shares shares Change date of
outstanding Issued outstanding change
before the after the
change change
=======================================================================================================================
<C> <C> <C> <C> <C> <C> <C>
1. Common 62,500 125,000 187,500 200% February Initial Public Offering
Stock 14, 1986 by Verazzana Ventures,
Ltd.
- -----------------------------------------------------------------------------------------------------------------------
2. Common 187,500 3,176,175 3,363,675 1,694% February Stock issued in
Stock 15, 1995 consideration of
Verazzana subsidiary
merger
- -----------------------------------------------------------------------------------------------------------------------
3. Common 3,363,675 1,835,000 5,198,675 54.6% July 1995 Regulation S offering
Stock
- -----------------------------------------------------------------------------------------------------------------------
4. Common 5,198,675 133,333 5,332,008 2.6% April 24, Stock issued in
Stock 1995 consideration of
Ceramic Devices
subsidiary merger
- -----------------------------------------------------------------------------------------------------------------------
5. Common 5,332,008 868,470 6,200,478 16.3% November Regulation S offering
Stock 1995
- -----------------------------------------------------------------------------------------------------------------------
6. Common 6,200,478 128,750 6,329,228 2.1% November Stock issued in
Stock 30, 1995 consideration of Seismic
Safety Products, Inc.
asset purchase
- -----------------------------------------------------------------------------------------------------------------------
7. Common 6,329,228 650,000 6,979,228 10.3% December Stock issued in
Stock 1, 1995 consideration of Morel
Industries, Inc.
subsidiary merger
- -----------------------------------------------------------------------------------------------------------------------
8. Common 6,979,228 490,000 7,469,228 7% May 1996 Regulation S offering
Stock
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
-2-
<PAGE>
(The following descriptions of transactions are numbered in accordance with
the above chart.)
1. Verazzana Public Offering. The Company (previously known as Verazzana
Ventures, Ltd. ("Verazzana")) conducted an initial public offering of the
Company's common stock ("Common Stock") on a Form S-18 Registration
Statement filed with the Commission on February 14, 1986. A total of
25,000,000 shares of Common Stock were sold in that offering. These shares
were subsequently subject to a 200 for 1 reverse split, for the total of
125,000 shares of Common Stock shown in the above table.
2. Verazzana Subsidiary Merger. In February 1995, PCT Holdings, Inc., a
Washington corporation, merged into a wholly owned subsidiary of Verazzana.
The Company issued 3,176,175 shares of Common Stock to the shareholders of
PCT Holdings, Inc., a Washington corporation, as consideration for the
merger.
3. July 1995 Regulation S Offering. In July 1995, the Company completed a
sale of Common Stock to Swiss investors in an offering under Regulation S
of the Securities Act of 1933, as amended, and the rules promulgated
thereunder ("Regulation S"). The Company issued 1,835,000 shares issued as
commissions, in connection with that offering.
4. Ceramic Devices, Inc. Merger. On April 24 1995, Ceramic Devices, Inc., a
California corporation, merged into Ceramic Devices, Inc., a Washington
corporation and wholly owned subsidiary of the Company. The Company issued
133,333 shares of Common Stock to the shareholders of Ceramic Devices,
Inc., a California corporation, as consideration for the merger.
5. November 1995 Regulation S Offering. In November 1995, the Company
completed the sale of 838,470 shares of Common Stock to Swiss investors in
a Regulation S offering, and issued 30,000 shares of Common Stock as
commissions in connection with that offering.
6. Seismic Safety Products, Inc. Asset Acquisition. On November 30, 1995,
Seismic Safety Products, Inc., a Washington corporation and a wholly owned
subsidiary of the Company, purchased substantially all of the assets of
Seismic Safety Products, Inc., a Florida corporation. The Company issued
128,750 shares of Common Stock to Seismic Safety Products, Inc., a Florida
corporation, as consideration for its assets.
7. Morel Industries, Inc. Merger. On December 1, 1996, Morel Acquisition
Corporation, a Washington corporation and a wholly owned subsidiary of the
Company, merged into Morel Industries, Inc., a Washington corporation.
Morel Industries, Inc. survived the merger as a wholly owned subsidiary of
the Company. The Company issued 650,000 shares of Common Stock to the
shareholders of Morel Industries, Inc. as consideration for the merger.
8. May 1996 Regulation S Offering. In May 1996, the Company completed the
sale of 490,000 shares of Common Stock to Swiss investors in a Regulation S
offering.
-3-
