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FORM 8-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 26, 1996
Advanced Materials Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
0-16401 33-0215295
(Commission File Number) (I.R.S. Employer Identification No.)
20211 South Susana Road, Rancho Dominguez, California 90221
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 537-5444
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Item 5. Other Events.
On December 3, 1996 Advanced Materials Group, Inc. announced that its largest
operating subsidiary, Advanced Materials, Inc., (AMI), successfully negotiated a
three-year, $5 million credit facility with Wells Fargo Bank. The secured line
was effective November 27. Availability under the credit line is based on
accounts receivable, inventory and capital equipment. Interest is prime plus two
percent. The new line replaces AMI's prior secured line with Concord Growth,
which expired on November 1. The interest rate on the line with Concord Growth
was prime plus four percent.
Advanced Materials Group, Inc. intends for the new credit facility to fund
working capital requirements in response to the Company's rapid growth and to
continue expansion, which may include the acquisition of complementary
businesses.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, Advanced Materials Group, Inc. (the "Company") is
hereby filing cautionary statements identifying important factors that could
cause the Company's actual results to differ materially from those projected in
forward looking statements of the Company made by, or on behalf of the Company.
Item 7. Financial Statements and Exhibits.
The following is filed as an Exhibit to this Report.
Exhibit Number 99
Description
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995.
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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 thereunto duly authorized.
Advanced Materials Group, Inc.
(Registrant)
Date: December 3, 1996 By: /s/ J. Douglas Graven
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J. Douglas Graven
Vice President and
Chief Financial Officer
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EXHIBIT 99
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
The Private Securities Litigation Reform Act of 1995 provides for a new "safe
harbor" for forward looking statements to encourage Companies to provide
prospective information about their companies without fear of litigation so long
as those statements are identified as forward looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the statement. The
Company desires to take advantage of the new "safe harbor" provisions of the
Private Securities Reform Act of 1995 and is filing this Form 8-K in order to do
so. The Act only became law in late December 1995 and, except for the Conference
Report, no official interpretations of the Act's provisions have been published.
Accordingly, the Company hereby identifies the following important factors which
could cause the Company's actual financial results to differ materially from any
such results which might be projected, forecast, estimated or budgeted by the
Company in forward looking statements.
a) General business conditions, including a worsening economy which might slow
the overall demand for the Company's products; increased inflationary
pressures which might lead to increasing prices for raw materials, labor,
and increases of interest costs based on the Company's borrowing
activities.
b) Competitive factors, including the entry of new competitors into the
marketplace and/or heightened competition from existing competitors; and
the introduction of new products or technologies by customers or
competitors.
c) Under utilization of the Company's factories and plants, or of any new
plants.
d) Concentrations of sales in markets and customers.
e) Failure to obtain new customers, retain customers or volume reductions by
current customers.
f) Concentrations of raw material suppliers, including difficulties or delays
in obtaining raw materials.
g) Inability to execute marketing and sales plans, including price increases.
h) Failure to attract and retain R&D/engineering staffing to support sales
efforts.
i) Inability to develop cost effective means for timely production of new
product orders in required quantities.
j) Delays or cancellations of orders; timing of significant orders; and
introduction of new products.
k) Short-term fluctuations in margins due to yields and efficiencies.
l) Loss of executive management or other key employees.
m) Changes in financing amount, availability or cost.
n) The effects of changes in costs and availability of insurance coverage.
o) The effects of changes in compensation or benefit plans.
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p) Adoptions of new, or changes in, accounting policies and practices and the
application of such policies and practices.
q) Adverse results in significant litigation matters.
Many of the foregoing important factors have been discussed in Advanced
Materials Group, Inc.'s prior SEC filings and, had the Act been effective at a
different time, would have been discussed in the Company's 10-KSB instead of
this 8-K. The foregoing review of factors pursuant to the Private Litigation
Securities Reform Act of 1995 should not be construed as exhaustive or as any
admission regarding the adequacy of disclosures made by the Company prior to the
effective date of said Act.
