SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
August 10, 1997
(Date of Report)
JETBORNE INTERNATIONAL, INC.
Delaware 0-16039 59-2768257
(State of Other Juris- (Commission (IRS Employer Iden-
diction of Incorporation) File Number) tification Number)
4010 Northwest 36th Avenue
Miami, Florida 33142
(Address of Principal Executive Offices) (Zip Code)
(305) 635-6060
(Registrant's Telephone Number)
None
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to the Company's Plan of Reorganization approved on September
17, 1993, the Company's Chairman, Eles Dobronsky and President, Amos Alouf,
each acquired 3,200,000 shares of the Company's restricted Common Stock for
consideration paid directly to the Company. Following completion and
satisfaction of its Third Amended Plan of Reorganization, the stock acquired
by those gentlemen was issued and together comprises almost 54% of the
Company's issued and outstanding Common Stock. Mr. Dobronsky as Trustee, in
addition, holds and controls an additional 221,850 shares. In the aggregate,
accordingly, prior to the transaction described below, Messrs. Dobronsky and
Alouf controlled approximately 56% of the outstanding capital stock of the
Company.
On August 10, 1997, Bodstray Company Limited, a Hong Kong corporation,
acquired 6,400,000 shares of the Company's restricted Common Stock from
Messrs. Alouf and Dobronsky. In the case of Mr. Alouf, the transaction
represented disposition of all of his Common Stock in the Company. Mr.
Dobronsky, Trustee on the other hand continues to hold 221,850 shares of the
Company's restricted Common Stock.
Bodstray Company Limited, in the transfer and sale transactions, acquired
slightly less than 54% of the Company's issued and outstanding Common Stock
and, in the process, acquired majority control of the Company. Upon
completion of the Bodstray Company Limited acquisition transactions,
Bodstray's Director, Mr. Chaim Zimet, was appointed a member of the Company's
Board of Directors. See also Item 2.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 18, 1997, the Company entered into a certain Capital Stock for
Inventory Purchase Agreement with RADA Electronic Industries, Ltd., an Israeli
corporation. Under the terms of the Agreement, the Company will satisfy an
unpaid, outstanding invoice for certain aircraft parts inventory purchased
from RADA in December, 1996 through the new issuance of 1,141,630
(post-reverse split, see Item 5.) restricted shares of the Company's Common
Stock. The new (post-split) stock, when issued will, represent a 49%
ownership interest in the Company. The Company and RADA Electronic
Industries, Ltd. have agreed that within the context of this transaction the
value of the 49% ownership interest in the Company is approximately
$2,700,000. The Company entered into this transaction as an aspect of its
prolonged struggle to acquire additional inventory, to expand brokerage
transactions and to otherwise improve the volume of its sales in the absence
of sufficient cash to acquire additional inventory in the marketplace. The
capital stock for inventory purchase transaction will be consummated following
implementation of a one-for-ten reverse split of the Company's Common Stock.
See Item 5. The Company's Chairman, Mr. Eles Dobronsky, is also a member of
the Board of Directors of RADA Electronic Industries, Ltd. Mr. Dobronsky did
not participate in the vote of RADA's Board of Directors approving this
Capital Stock for Inventory Purchase Agreement with the Company.
<PAGE>
RADA Electronic Industries, Ltd. is incorporated in Israel and has a
subsidiary in the United States. RADA is engaged in the development,
manufacturing and marketing of advanced electronic equipment for the aerospace
and commercial aviation markets. RADA was previously involved in aviation
spare parts trading through its previously owned subsidiary, Kellstrom
Industries, Inc. and through its Dutch subsidiary, Adar, which latter
subsidiary owned the inventory which was sold to the Company. RADA intends to
acquire a controlling interest in Jetborne in the future and the Company is
informed that it is presently negotiating terms for the acquisition of
additional Common Stock of the Company.
ITEM 5. OTHER EVENTS
At a Special Meeting on August 15, 1997, the Company's Board of Directors
approved a proposed one-for-ten reverse-split of its Common Stock. The
Company, as a Delaware corporation, will seek the consent of its shareholders
to the reverse split pursuant to the requirements of the Delaware General
Corporation Law, but shareholder approval is assured in that Bodstray Company
Limited, consenting for 54% of the Company's issued and outstanding Common
Stock, approves and consents. The Company will seek consents from
shareholders of record on August 15, 1997 and envisions the reverse split to
be effective September 30, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c)(21)Exhibits
Published Statement regarding the acquisition by RADA Electronic
Industries, Ltd., an Israeli corporation, of 49% of the Capital Stock of the
Company. See Item 2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JETBORNE INTERNATIONAL, INC.
Dated: August 30, 1997
BY:/s/Eles Dobronsky
Eles Dobronsky,
Chief Operating Officer
RADA
RADA ELECTRONIC INDUSTRIES LTD.
FOR IMMEDIATE RELEASE BUSINESS NEWS
Rada Acquires 49 Percent of Jetborne, an Aircraft
Spare-Parts Provider
Herzilya Pituach, Israel, August 18, 1997 - Rada Electronics Industries
Ltd. (NASDAQ: RADIF), a leading aerospace electronics business, today reported
that it has entered into a stock purchase agreement with Jetborne
International Inc., an aircraft spare-parts provider based in Miami, Florida
(Jetborne).
Under the terms of the agreement, Jetborne will issue to Rada 1,141,630
shares after the execution of a proposed 1 for 10 reverse stock split, in
consideration for spare-parts sold to it by Rada in December 1996. The shares
represent a 49 percent ownership interest in Jetborne.
The calculation of the value of Jetborne for the transaction was based on
the book value of Jetborne. The 49 percent ownership interest in Jetborne was
determined to be approximately $2,700,000. In determining Jetborne's value,
Rada obtained an expert appraisal of inventory and an independent evaluation.
Rada intends to acquire a controlling interest in Jetborne in the future and
is negotiating the terms.
Mr. Yair Grinberg, Rada's Chairman of the Board, commented today, "This
acquisition will enhance and expand our commercial aviation activities.
Rada's strategic decision to focus on establishing services facilities
utilizing our CATS tester led to the decision to renew our involvement in the
commercial aviation spare parts business. In this business, efficient service
means reliability and fast turn around. The combined capabilities of testing
and repair and the immediate supply of replacement of both avionics and other
spare parts needed by the airlines will position us as a unique service
provider in the industry." Rada's first service center in the US is scheduled
to become operational by the end of the year in Miami."
The CATS, Commercial Aviation Test System, developed and manufactured by
Rada provides fast trouble shooting and fault detection for avionic computers,
power control boxes and other electronic components of commercial aircraft
such as the Boeing 777, 767, 747, 737 and 727; McDonnell Douglas and the
Airbus family of aircraft.
CATS units are used by such major airlines as British Airways, United
Airlines, US Air, Alitalia, Olympic, China United and by the third-party
maintenance providers, including Aero Instrument & Avionics Inc. and Aviation
Avionic & Instrument Corp. in the US, FLS in the UK, GAMECO Ltd. in China, IAI
in Israel and Alliance International Maritime Limited in the C.I.S.
Prior to the transaction, 54 percent of Jetborne shares were held by
Bodstray Company Limited, a Hong Kong corporation, and the remaining 46
percent by the public. Jetborne's Chairman of the Board is Eles Dobronsky,
<PAGE>
who was appointed by the majority owner. Mr. Dobronsky also serves as a
Director of Rada. Mr. Dobronsky did not participate in the vote when Rada's
Board of Directors approved this transaction.
Jetborne is a public company which on September 17, 1993, emerged from
bankruptcy reorganization following court approval of its final plan of
reorganization and entry of an order discharging it from the bankruptcy
proceedings. Jetborne was forced into involuntary bankruptcy by its creditors
on December 10, 1991, and shortly thereafter converted the bankruptcy
proceedings to a voluntary reorganization and operated as Debtor-In-Possession
until September 1993. Jetborne sales prior to the involuntary bankruptcy have
mounted to $9.5 Million in 1991. Jetborne is currently delinquent in its
filings with the SEC, but is in the process of becoming current with reporting
obligations.
During the fiscal year ended April 19, 1997, Jetborne had revenues of
approximately $1.3 Million and incurred a loss of $300,000. Rada believes
that the increase of working capital and its combined operations with Rada's
maintenance centers will enable the business of Jetborne to grow and become
profitable.
Rada was previously involved in spare parts trading through its
previously owned subsidiary, Kellstrom Industries Inc., which was sold two
years ago, and through its Dutch subsidiary, Adar, which owned the Inventory
which was sold to Jetborne. Rada believes there are promising business
opportunities for the combined operation and intends to offer spare parts in
its maintenance center operations, initially at its first operating center in
China.
Rada Electronic Industries Ltd. is incorporated in Israel and has a
subsidiary in the United States. The company is engaged in the development,
manufacturing and marketing of advanced electronic equipment for the aerospace
and commercial aviation markets.
Contacts:
Yair Grinberg Leslie Creutzfeldt Wolf
Rada Electronic Industries The Anne McBride Company
Tel. 011-972-9-954-2182 Tel. 212-983-1702
