U.S. 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 report): May 3, 2000
Commission File No. 0-14840
BERES INDUSTRIES, INC.
(Name of Small Business Issuer in its Charter)
New Jersey 22-1661772
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1785 Swarthmore Avenue
Lakewood, New Jersey 08701
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (732) 367-5700
Item 1. Changes in Control of Registrant.
On January 10, 2000, the Registrant commenced a Private
Placement of 9% Convertible Subordinated Promissory Notes.
On May 3, 2000, the Registrant had its first closing in the amount
of $600,000. The balance of the offering is still open. (see Item 5,
below). In accordance with the terms of the Stock Purchase Agreement,
two (2) of the Registrant's existing directors resigned (See Item 5,
below), and three (3) new directors were appointed as follows:
Joel Schonfeld, age 65, has been appointed Director and
Chairman of the Board. Mr. Schonfeld holds a Bachelor of Arts
degree from Adelphi College, and a Juris Doctor degree from
Brooklyn Law School. Mr. Schonfeld is a partner in the law firm
of Schonfeld & Weinstein and has practiced law for over 40 years.
Mr. Schonfeld's term as a Director shall continue until his
successor is duly qualified and elected.
Andrea I. Weinstein, age 34, has been appointed Director.
Ms. Weinstein holds a Bachelor of Arts degree from State
University of New York, Albany, and Juris Doctor degree from
Columbia Law School. Ms. Weinstein is a partner in the law firm
of Schonfeld & Weinstein and has practiced law since 1990. Ms.
Weinstein's term as a Director shall continue until her successor
is duly qualified and elected. Ms. Weinstein is the daughter of
Victor W. Weinstein, who is a Director of the Company.
Victor W. Weinstein, age 63, has been appointed Director.
Mr. Weinstein is a Senior Leasing Administrator on the Real
Estate and Construction Staff of International Business Machines.
Mr. Weinstein's term as a Director shall continue until his
successor is duly qualified and elected. Mr. Weinstein is the
father of Andrea I. Weinstein, who is a Director of the Company.
As set forth in the Stock Purchase Agreement (See Item 5,
below), the partners of Beres Acquisition Partnership ("BAP") are
to be issued, as soon as possible, 6,000,000 shares of the
restricted shares of the Registrant, of which 1,200,000 are to be
escrowed pending performance by BAP of certain sales obligations,
1,920,000 restricted shares are to be issued to Schonfeld &
Weinstein, 1,440,000 restricted shares are to be issued to
Kenneth Sokoloff, and 1,440,000 restricted shares are to be
issued pending further instructions from BAP. Following
completion of the reverse split referred to in Item 5, below, the
Stock Purchase Agreement provides that an additional 4,900,400
restricted shares shall be issued to BAP, or its assignees.
Based upon the issuance of 6,000,000 shares to BAP, the
Registrant's present number of outstanding shares shall be
17,822,934, of which 3,175,800 shares or 17.8% is owned by
existing non-BAP management and their immediate family members,
and 6,000,000 shares, or 33.7%, is owned by BAP and/or its
partners, resulting in Management and BAP owning and/or
controlling 51.5% of the Registrant's outstanding shares. Both
BAP and non-BAP management have indicated their intention to vote
their shares in favor of the reverse split discussed in Item 5,
below. The consideration which BAP paid for the shares consisted
of services rendered with respect to origination of financing,
provision of operational and technical assistance relative to
expansion of the Registrant's product line and origination of new
product sales.
Item 5. Other Events.
As disclosed in the Registrant's 10-QSB for the fiscal
quarter ended December 31, 1999, on October 8, 1999, the
Registrant entered into a Stock Purchase Agreement with Beres
Acquisition Partnership, a New York general partnership ("BAP").
Assuming completion of the minimum amount of the Registrant's
Private Placement, in the amount of $500,000, it is the
Registrant's intention to commence manufacture of a proprietary
product line of five gallon plastic pails for the paint, chemical
and food service markets, and to phase out of the Registrant's
existing operations other than precision molds and certain
limited customer injection molding contracts. Pursuant to the
Stock Purchase Agreement, BAP completed a Private Placement of
$600,000 of the Registrant's 9% Convertible Subordinated
Promissory Notes (the "Notes"), the proceeds of which have been
received by the Registrant. BAP is seeking to raise the
remaining balance of the Private Placement, in the amount of an
additional $400,000. The Notes are convertible into one (1)
share of the Registrant's post reverse split common stock, for
each $.50 of the principal amount of the Notes tendered for
conversion.
The Stock Purchase Agreement further provides for completion
of a four-to-one reverse split of the Registrant's outstanding
shares, including the 6,000,000 shares issued to BAP, as
described in Item 1, above. Immediately following approval of
the reverse split, there would be issued to BAP, an additional
4,900,400 shares, so that BAP would own or control a total of
6,400,400 shares, or approximately 56% of the outstanding shares
of the Registrant(not including shares issued to BAP partners who
are also Note Holders), assuming full conversion of the Notes.
Based upon completion of the minimum amount of the Private
Placement, the Registrant has placed deposits for equipment and
molds and is obtaining equipment financing. However, the
Registrant's ability to successfully commence manufacture of its
new product line, will be dependent upon BAP raising the balance
of the Private Placement.
On May 3, 2000, two directors of the Registrant resigned,
Charles Beres, Sr. and Harold Zuber. Their resignations were not
due to any disagreements with the Registrant on matters of
operations, policies, or practices.
<PAGE>
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 thereunto duly authorized.
BERES INDUSTRIES, INC.
(Registrant)
Dated: May 12, 2000 /s/_________________________
Charles Beres, Jr., President
Dated: May 12, 2000 /s/__________________________
Joel Schonfeld, Chairman
of the Board
