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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) SEPTEMBER 12, 1997
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ADVANCED MATERIALS GROUP, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-16401 33-0215295
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
20211 S. SUSANA ROAD, RANCHO DOMINGUEZ, CA 90221
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 537-5444
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On September 12, 1997, an investor group purchased all the remaining
common stock and warrants held by Trilon Dominion Partners, LLC, a Delaware
limited liability company ("Trilon"). Of the investor group, Dito-Caree, LP
acquired at least 900,000 shares of common stock and warrants evidencing the
holder's right to acquire at least 430,096 additional shares and now owns, on a
fully diluted basis, 14.9% of the Company's common stock and the Lenawee Trust
acquired at least 453,807 shares of common stock and warrants evidencing the
holder's right to acquire at least 416,867 additional shares and now owns, on a
fully diluted basis, 9.7% of the Company's common stock. Other individual
members of the investor group own lesser amounts. The investor group, in the
aggregate, including Dito-Caree, LP and the Lenawee Trust, now own 23.2% of the
Company's common stock on a fully diluted basis. Based on the manner in which
fully diluted ownership is calculated, the aggregate ownership of the investor
group is less than the total of the fully diluted ownership of Dito-Caree, LP
and the Lenawee Trust.
Timothy R. Busch, a representative of the purchase group, was
appointed a director of the Company effective September 15, 1997, to fill the
vacancy caused by the departure of Ronald W. Cantwell, a representative of
Trilon, who resigned.
ITEM 7. EXHIBITS
99.1 Press release dated September 17, 1997
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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.
Dated: September 25, 1997 ADVANCED MATERIALS GROUP, INC.
/s/ J. Douglas Graven
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J. Douglas Graven, Vice President
Principal Financial Officer and
Principal Accounting Officer
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EXHIBIT 99.1
ADVANCED MATERIALS GROUP APPOINTS
TIMOTHY R. BUSCH TO BOARD OF DIRECTORS
Rancho Dominguez, CA - September 17, 1997. Advanced Materials Group, Inc.
(NASDAQ: ADMG) announced today that Timothy R. Busch has been appointed to the
Company's Board of Directors. Mr. Busch replaces Ronald W. Cantwell as Director
effective September 15, 1997.
Since January this year, Ronald Cantwell has served as director on the Company's
board representing the interest of the Company's largest shareholder, Trilon
Dominion Partners LLC ("Trilon"), for which he is President. Timothy Busch
represents a group of investors that has recently acquired Trilon's remaining
holdings in the Company totaling 1,600,807 common shares and warrants for an
additional 965,000 common shares collectively amounting to approximately 23.2%
on a fully diluted basis.
Mr. Busch joins the Board from Irvine, California, where he has managed a
professional services practice, The Busch Firm, which he founded in 1979. The
firm employs 20 professionals specializing in estate, tax, corporate,
partnership and real estate matters. In addition to operating his legal and tax
practice, Mr. Busch serves on several boards of public and private companies in
various industries and is an active investor in real estate ventures. Mr. Busch
is a licensed attorney in California, Michigan, Texas and Washington, D.C. as
well as a licensed CPA in California, Michigan and Nevada.
Commenting on the announcement, Steve Scott, President and Chief Executive
Officer of the Company, said, "We are quite pleased to gain the expertise of Tim
Busch. He has much to offer us from the perspective of structuring transactions
and tax planning as we plan to further expand operations domestically and
abroad. His broad experience and service on other boards will be of tremendous
value as well."
"We are very appreciative of the significant time Ron Cantwell invested and the
guidance he provided us during his short tenure of the Board. We thank Trilon
Partners for their assistance in helping us to bring about substantial
achievements these past two years," noted Mr. Scott. "We wish Ron the very best
in all of his endeavors."
Advanced Materials Group, Inc. is a leading manufacturer and fabricator of
specialty foams, foils, films and pressure-sensitive adhesive components for a
broad base of customers in the computer, medical, automotive and aerospace
industries both in the U.S. and abroad.
