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.
January 14, 1998
Date of Report (Date of earliest event reported)
TUFCO INTERNATION, INC.
(Exact name of Registrant as specified in its charter)
Nevada 33-10984-LA 95-4071623
State of Commission File No. IRS Employer
Incorporation Identification No.
Pioneer Loan
Gentry, AR 72734
(Address of principal executive offices)
(501) 736-2201
(Registrant's telephone number)
<PAGE>
Item 1. Change of Control
On January 14, 1998, the ESOP purchased 297,745.6 shares from Donald Cox
and Lucille Cox for a total price of $70,000.
On January 31, 1997, Tufco International, Inc. (the "Company") formed an
Employee Stock Ownership Plan ("ESOP"). On January 14, 1998, the ESOP entered
into Option Agreements with several shareholders of the Company("Selling
Shareholders") wherein the Selling Shareholders granted the ESOP options to
purchase their shares of the Company's common stock. At January 14, 1998, there
were 6,965,800 shares of the Company's common stock issued and outstanding. The
transactions between the ESOP and the Selling Shareholders are described below:
Donald Cox and Lucille Cox
On January 14, 1998, Donald Cox and Lucille Cox, the joint owners of
3,999,760.4 shares of the Company's common stock, granted the ESOP an option
(the "Option") to purchase all of such share (the "Option Shares"). Th ESOP paid
$30,000 for the Option. The Option is exercisable in 15 annual Options each of
which provides that 266,650.7 Option Shares may be purchase for the amount of
$62,689.58. The total principal purchase price for all 3,999,760.4 Option Shares
is $970,343.70, which includes the $30,000 paid for the Option. Interest accrues
on the principal amount of the unexercised Options at the rate of 10% per annum.
The first annual exercise date is not later than January 13, 1999
The certificates for all of the Option Shares have been deposited in
escrow and are held by a trustee of the ESOP. The ESOP has the right to vote the
Option Shares during the Option Period.
Russell Cox
On January 14, 1998, Russell Cox, the owners of 677,604 shares of the
Company's common stock, granted the ESOP an option (the "Option") to purchase
all of such share (the "Option Shares"). Th ESOP paid $7,500 for the Option. The
Option is exercisable in 15 annual Options each of which provides that 45,173.6
Option Shares may be purchase for the amount of $10,120.32. The total principal
purchase price for all Option Shares is $159,304.80, which includes the $7,500
paid for the Option. Interest accrues on the principal amount of the unexercised
Options at the rate of 10% per annum. The first annual exercise date is not
later than January 13, 1999
The certificates for all of the Option Shares have been deposited in
escrow and are held by a trustee of the ESOP. The ESOP has the right to vote the
Option Shares during the Option Period.
Employment Agreements
The Company has also entered into employment agreements with Russell Cox
and Donald Cox.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Tufco International, Inc.
Date: April 14, 1998
By: /s/ Brent Mills
Brent Mills
Chief Financial Officer
3
