<PAGE>
<PAGE>
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 EVENT REPORTED) OCTOBER 24, 1997
BOCA RATON CAPITAL CORPORATION
---------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-16631 59-2763089
- ------------------------------- ---------------------- -------------------
(STATE OR OTHER JURISDICTION OF COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
6516 VIA ROSA BOCA RATON, FL 33433
-------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (561) 750-2252
-------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
<PAGE>
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On October 27, 1997, Boca Raton Capital Corporation, a Florida
corporation (the "Company") announced the consummation, on October 24, 1997, of
the merger (the "Merger") of CRP Acquisition Corp. a New York corporation and a
wholly-owned subsidiary of the Company ("Merger Sub"), with and into Clean Room
Products, Inc., a privately owned New York corporation ("CRP"), pursuant to the
terms and conditions of that certain Amended and Restated Agreement and Plan of
Merger and Reorganization among the Company, Merger Sub and CRP, dated as of
March 26, 1997 (the "Merger Agreement"). CRP, as the surviving corporation of
the Merger, shall continue in existence under New York law as a wholly-owned
subsidiary of the Company.
As a result of the Merger, a change in control of the Company occurred
on October 24, 1997 pursuant to the terms and conditions of the Merger
Agreement. Upon effectiveness of the Merger, all shares of CRP Stock issued and
outstanding and held by the existing CRP shareholders (the "CRP Shareholders")
immediately prior to the effective time of the Merger were converted into the
right to receive an aggregate of 4,501,080 shares of the Company's Common Stock,
equivalent to 80% of the outstanding shares the Company's Common Stock
immediately following the effective time of the Merger (assuming none of the
Company's shareholders exercises their rights to dissent from approval of the
Merger and excluding 250,000 shares of the Company's Common Stock to be issued
to Josephthal, as CRP's financial consultant), provided, however, that 1,875,750
shares of the Company's Common Stock issued to the CRP Shareholders will be held
in escrow (the "Escrowed Shares") until the earlier of (i) six (6) months after
the Merger is consummated and (ii) the date of consummation of a long-term
financing which results in at least $1,500,000 in net proceeds to the Company
or CRP. In the event that neither the Company nor CRP consummates a
2
<PAGE>
<PAGE>
long term financing which results in at least $1,500,000 in net proceeds to
such corporation within six (6) months of the closing of the Merger, the
Escrowed Shares will be returned to the Company and cancelled.
The foregoing is merely a summary of certain of the terms of the Merger
Agreement and the transactions contemplated therein, and does not purport to be
a complete statement of the terms, conditions and provisions thereof.
The following table sets forth certain information with respect to the
Company's capital stock held by the CRP Shareholders, (i) as of August 26, 1997,
the record date for determining shareholders entitled to notice and vote at the
Special Meeting of Shareholders held on October 9, 1997 at which the Merger and
related transactions were considered, and (ii) after giving effect to the
Merger.
3
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE COMPANY'S SHARES OF THE COMPANY'S
COMMON STOCK COMMON STOCK TO BE
BENIFICIALLY OWNED PRIOR BENEFICIALLY OWNED AFTER
NAME AND ADDRESS OF BENEFICIAL OWNER TO MERGER(1) THE MERGER(1)(2)
- -------------------------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
NUMBER PERCENT NUMBER PERCENT
------ ------- ------ -------
Paul Gerber 0 * 1,350,324 24%
c/o Clean Room Products, Inc.
1800 Ocean Avenue
Ronkonkoma, New York 11779
Felicia Gross 0 * 1,350,324 24%
c/o Goldmark Plastics
Nassau Terminal Road
New Hyde Park, New York 11040
Kenneth Gross 0 * 1,350,324(3) 24%(3)
c/o Goldmark Plastics
Nassau Terminal Road
New Hyde Park, New York 11040
Sheila Nassberg 0 * 1,350,324 24%
c/o Goldmark Plastics
Nassau Terminal Road
New Hyde Park, New York 11040
Edward Nassberg 0 * 1,350,324(4) 24%(4)
c/o Goldmark Plastics
Nassau Terminal Road
New Hyde Park, New York 11040
Dan Purjes 109,744(5) 9.8%(5) 559,852(6) 9.95%(6)
c/o Josephthal Lyon & Ross Incorporated
200 Park Avenue
New York, New York 10166
</TABLE>
* Less than 1%.
(1) A person is deemed to be the beneficial owner of securities that can be
acquired within 60 days from the date set forth above through the exercise of
any option, warrant or right. Shares of the Company's Common Stock subject to
options, warrants or rights that are currently exercisable or exercisable within
60 days are deemed outstanding for purposes of computing the percentage
ownership of the person holding such options, warrants or rights, but are not
deemed outstanding for purposes of computing the percentage ownership of any
other person.
(2) Assumes none of the Company's shareholders exercises their rights to dissent
from approval of the Merger.
(3) Includes 1,350,324 shares of the Company's Common Stock to be issued to his
spouse on consummation of the Merger.
(4) Includes 1,350,324 shares of the Company's Common Stock to be issued to his
spouse on consummation of the Merger.
5
<PAGE>
<PAGE>
(5) Includes (a) 2,500 shares owned by his minor children; (b) 3,000 shares held
in his profit sharing plan account; (c) 1,000 shares held in his individual
retirement account; and (d) 11,500 shares owned by the Josephthal Profit Sharing
Plan, of which Mr. Purjes has the authority to appoint and discharge its
trustees. Mr. Purjes disclaims beneficial ownership of the shares held by his
minor children and the Josephthal Profit Sharing Plan. Excludes (a) 250,000
shares of Common Stock to be issued to Josephthal when the Merger is consummated
and (b) 450,108 shares to be issued to Mr. Purjes in exchange for his ownership
interest in CRP prior to the Merger.
(6) Includes (a) 2,500 shares owned by his minor children; (b) 3,000 shares held
in his profit sharing plan account; (c) 1,000 shares held in his individual
retirement account; (d) 11,500 shares owned by the Josephthal Profit Sharing
Plan, of which Mr. Purjes has the authority to appoint and discharge its
trustees; (e) 250,000 shares of Common Stock to be issued to Josephthal if the
Merger is consummated; and (f) 450,108 shares to be issued to Mr. Purjes in
exchange for his ownership interest in CRP prior to the Merger. Mr. Purjes
disclaims beneficial ownership of the shares held by his minor children and the
Josephthal Profit Sharing Plan.
(b) Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
2.1 Amended and Restated Agreement and Plan of Merger and Reorganization
among Boca Raton Capital Corporation, CRP Acquisition Corp. and Clean
Room Products, Inc., dated as of March 26, 1997, incorporated by
reference to Exhibit 2.1 of the Company's Annual Report on Form 10K-SB
for the fiscal year ended December 31, 1996 (the "1996 10-K").
99.1 Press Release of Boca Raton Capital Corporation, dated October 24, 1997
SIGNATURE
Pursuant to the requirements of the Securities exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: November 11, 1997 Boca Raton Capital Corporation
By: /s/ CHARLES A. CHENES
------------------------
Charles A. Chenes
President and Chief Executive Officer
5
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE NO.
---------- ------- -------
<S> <C> <C>
2.1 Amended and Restated Agreement and Plan of Merger and
Reorganization among Boca Raton Capital Corporation, CRP
Acquisition Corp. and Clean Room Products, Inc., dated as of
March 26, 1997 incorporated by reference to Exhibit 2.1 of
the Company's 1996 10-K.
.
99.1 Press Release of Boca Raton Capital Corporation, dated
October 24, 1997.
</TABLE>
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as ..................... 'tm'
<PAGE>
<PAGE>
PRESS RELEASE For Information Contact:
Charles Chenes, President
Phones: 516-588-7000
Fax: 516-738-9057
BOCA RATON CAPITAL CORPORATION
FOR IMMEDIATE RELEASE
Friday, October 24, 1997; Ronkonkoma, New York. Boca Raton Capital
Corporation, a Florida corporation, ("BRCC") announced that the merger (the
"Merger") of CRP Acquisition Corp., a New York corporation and a wholly-owned
subsidiary of BRCC ("Merger Sub"), with and into Clean Room Products, Inc., a
privately owned New York corporation ("CRP"), pursuant to the Amended and
Restated Agreement and Plan of Merger and Reorganization among BRCC, Merger Sub
and CRP, dated as of March 26, 1997, was consummated today.
CRP, as the surviving corporation of the Merger, shall continue in existence
under New York law as a wholly-owned subsidiary of BRCC. The shareholders of CRP
will receive an aggregate of 4,501,080 newly issued shares of BRCC's common
stock, $.001 par value per share ("Common Stock"), or approximately 80% of
BRCC's issued and outstanding shares of Common Stock on a post merger basis. The
existing shareholders of BRCC will retain 1,125,270 shares of BRCC's Common
Stock or approximately 20% of BRCC'S issued and outstanding shares of Common
Stock on a post merger basis.
Prior to the Merger, BRCC was an inactive public company. BRCC was
incorporated in Florida in 1987.
CRP designs and constructs clean rooms and associated products for the
semiconductor, pharmaceutical, biotechnology, medical device and other
industries. In addition, CRP's film division produces Ultraclean'tm' packaging
materials for these industries and holds a number of patents for products used
by the pharmaceutical industry. BRCC's and CRP's principal executive offices are
located at 1800 Ocean Avenue, Ronkonkoma, New York 11779.
