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) April 10, 2000
GLOBAL TECHNOVATONS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 333-56083 84-1027821
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
7108 Fairway Drive, Suite 200
Palm Beach Gardens, FL 33418
Registrant's telephone number, including area code: (561) 775-5756
<PAGE>
Item 5. Other Events.
Annexed as Exhibit A is a press release Global Technovations, Inc.
issued on April 10, 2000.
SIGNATURE
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.
GLOBAL TECHNOVATIONS, INC.
By: s/ William C. Willis, Jr.
-------------------------
William C. Willis, Jr.
Date: April 26, 2000 Chairman, President and
Chief Executive Officer
EXHIBIT A
Global Technovations, Inc.
7108 Fairway Drive, Ste. 200
Palm Beach Gardens, FL 33458
Contact: Maggie DeLutri (561) 775-5756 Investor Relations Counsel:
Corporate Communications Coordinator The Equity Group Inc.
www.GlobalTechnovations.com Linda Latman (212) 836-9609
Tom Ennis (212) 836-9607
www.theequitygroup.com
FOR IMMEDIATE RELEASE
GLOBAL TECHNOVATIONS SIGNS
LETTER OF INTENT TO ACQUIRE MAJOR
AUTOMOTIVE TECHNOLOGY COMPANY
WITH 1999 SALES OF $84 MILLION
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PRESS RELEASE
- ------------------------------------------------------------------------------
Monday, April 10, 2000
Palm Beach Gardens, FL - Global Technovations, Inc. (AMEX: GTN) (the
"Company") announced today that it has executed a letter of intent to purchase
an automotive technology-based manufacturing and distribution company. In
calendar 1999, the target company recorded revenues of approximately $84 million
and had earnings before interest, taxes, depreciation and amortization of
approximately $7.3 million ("EBITDA"). The acquisition, which will not require a
stockholder vote, is contingent upon completion of due diligence, the Company
obtaining financing and the execution of a definitive agreement. Specific terms
of the acquisition including the identity of the target will not be disclosed
until the execution of a definitive agreement, which is expected to occur on or
before June 30, 2000.
Will Willis, President and Chief Executive Officer of Global
Technovations, Inc., stated, "We have initiated preliminary discussions with
four other potential target companies we would like to acquire. The undisclosed
company featured in today's press release is the largest of the target companies
and would provide us with a solid platform to make further acquisitions.
Additionally, we envision potential manufacturing, marketing, sales and
distribution synergies between our existing and prospective businesses."
David Natan, Global Technovations' Vice President and CFO, commented,
"The potential acquisition as currently structured will immediately be accretive
to earnings and should result in minimal shareholder dilution. While execution
of the letter of intent is a critical first step, we have a number of important
hurdles to overcome including obtaining acceptable
Global Technovations, Inc.
April 10, 2000
Page 2
financing. We are optimistic that we can get the deal closed by June 30, 2000.
We hope to improve upon the target's historic financial performance through post
acquisition sales growth, cost reductions and by expanding upon its core
businesses through further acquisitions."
Mr. Willis concluded, "A transaction of this magnitude will have an
immediate and favorable impact on our size and profitability. Our acquisition
strategy was developed to complement and accelerate our efforts to expand the
MotorCheck(TM) ("OSA-II") on-site oil analysis business. Recent
business-building efforts have given us the confidence that the OSA-II business
is well on its way and we can now start to broaden our business base via
acquisitions."
Global Technovations, Inc. develops, assembles, and markets the
sophisticated, patented MotorCheck(TM) and TruckCheck(TM) On-Site Analyzer, "an
oil analysis mini-lab in a box", and distributes MightyClean 2000(TM), a
proprietary hydrocarbon eating microbe cleaning product.
Forward-Looking Statements
The forward-looking statements discussed in this press release relate
to the Company's expectations that (1) it will complete the acquisition of the
target company described above, (2) the acquisition of the target company will
have a favorable impact upon the Company's profitability and provide synergy
with its on-site oil analysis business, (3) the Company's management will be
able to improve upon the target company's financial performance as described
above, (4) the Company will be successful in making additional acquisitions, and
(5) the "OSA business is well on its way", are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
The results anticipated by these forward-looking statements may not occur.
These statements are subject to risks and uncertainties that could cause results
to differ materially from those contemplated in the above forward-looking
statements. Such risks and uncertainties include the following: (1) completion
of due diligence by the Company, (2) the ability of the Company to obtain
acceptable financing of the target company, (3) the ability of the Company to
reach a definitive agreement with the stockholders of the target company, (4)
the ability of the Company to reduce the target's costs, provide the leadership
necessary to expand its business, and improve its profitability, (5) the ability
of the Company to reach contractual terms with one or more other prospective
acquisition targets, (6) the completion of due diligence work for other
potential acquisition targets, (7) the Company's ability to obtain required
financing to complete the other potential acquisition targets, (8) the volume of
samples received from the third party oil analysis program previously announced
is sufficient to generate $500,000 to $750,000 in annualized revenue, (9)
Speedco may decide not to expand to new locations during calendar 2000, or not
to use the OSA-II units at new locations if they do open, (10) retailers and
potential customers may be reluctant to purchase the Company's new Retail
MotorCheck(TM) Display Units, (11) the decision by a municipality and/or
potential other new or existing customers to place orders for the lease or
purchase of multiple OSA-II units despite successful trial evaluation periods,
(12) the continued reliability of the OSA technology over an extended period of
time, (13) the Company's ability to market OSA-IIs, (14) the acceptance of the
OSA-II technology by the marketplace, (15) the general tendency of large
corporations to slowly change from known technology to emerging new technology,
(16) potential future competition from third parties that may develop
proprietary technology, which either does not violate the Company's proprietary
rights or is claimed not to violate the Company's proprietary rights, (17) the
Company's ability to attract strategic partners for the OSA-II, and (18) the
Company's ability to resolve contractual issues with potential strategic
partners. Investors should also consider information contained in documents
filed by the Company with the Securities and Exchange Commission.
