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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 earliest event reported): November 22, 1996
OPTIMAX INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 0-19082 84-1059458
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(State or other (Commission file number) (Employer Identi-
incorporation fication No.)
132 Lincoln Street, Boston, Massachusetts 02111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 695-2950
4465 Northpark Drive, Colorado Springs, Colorado 80907
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(Former name or former address, if changed since last report)
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ITEM 2: ACQUISITION OF ASSETS.
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Effective November 22, 1996, Optimax Industries, Inc. (the
"Company"), through a newly-formed and organized, wholly-owned subsidiary, Art
Smart, Inc., a Nevada corporation ("Art Smart"), purchased from the Charles
River Frame Co., a Massachusetts general partnership ("Charles River Frame"),
certain personal property and assets (the "Property") which will be utilized by
Art Smart in connection with the Company's new giftware division.
The purchase price for the Property was $215,641, of which $40,641
was paid in cash at closing and the financial balance of $167,180 (giving
effect to purchase price adjustments at closing) is evidenced by two promissory
notes: one in favor of a senior secured lender in the principal amount of
$112,305, payable in monthly installments for a period of 28 months; and a
second promissory note in favor of a junior secured lender in the principal
amount of $54,875, also payable in monthly installments for a period of 48
months.
The Property, which was conveyed to Art Smart by bill of sale, consisted
of certain manufacturing machinery and equipment, assorted office equipment and
raw materials which will be utilized by Art Smart to manufacture picture
framing and other giftware lines which will be sold on a wholesale and retail
basis. The operations will be conducted by Art Smart under an assumed lease of
a manufacturing facility located in Boston, Massachusetts.
As neither the Company's equity in the net book value of the Property
nor the amount paid for the Property exceed 20% of the total assets of the
Company and its consolidated subsidiaries, nor did the purchase of the Property
involve the acquisition of a significant business within the meaning of
Sections 210.11-01(b) and (d) of Regulation S-X under the Securities Act of
1933, as amended, financial statements and proforma financial information are
not required in connection with the transaction reported.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
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(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
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None.
(b) PROFORMA FINANCIAL INFORMATION
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None.
(c) EXHIBITS
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10.1 Blank Conveyance, Bill of Sale and Assignment
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SIGNATURE
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 hereunto duly authorized.
OPTIMAX INDUSTRIES, INC.
Dated: December 5, 1996 By: /s/ David W. Dube
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David W. Dube, President
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BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
As consideration for the assignments contained herein, ART SMART, INC., a
Nevada corporation (the "Purchaser") paid CHARLES RIVER FRAME CO., a
Massachusetts general partnership (the "Seller"), the sum of Two Hundred
Thousand and no/100 Dollars ($200,000.00) and other good and valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged by
Seller, payable as follows:
1. Twenty-Five Thousand Dollars ($25,000.00) paid at Closing;
2. One Hundred Twelve Thousand Three Hundred Four Dollars and Seventy-
Four Cents ($112,304.74) paid by Purchaser's execution of a novation
Promissory Note (the "Note") to Boston Frame Company, Inc., a
Massachusetts corporation, to replace a promissory note delivered by
Seller in favor of Boston Frame Company, Inc. dated September 15,
1995 in the original principal amount of One Hundred Sixty Thousand
Dollars ($160,000.00);
3. The balance, less closing adjustments, to be evidenced by Purchaser's
Promissory Note to be executed and delivered to Seller at Closing.
NOW, THEREFORE, for the consideration above specified, the receipt and
sufficiency of which is expressly confessed and acknowledged:
The Seller has GRANTED, CONVEYED, SOLD, TRANSFERRED, SET-OVER, and
DELIVERED, and by these presents does hereby GRANT, CONVEY, SELL, TRANSFER,
SET-OVER and DELIVER unto the Purchaser all of Seller's right, title and
interest in and to the items of personal property, machinery, assets and
equipment described as follows:
All personal property, machinery, equipment, inventory,
work-in-process, materials, lists and other assets
described on Exhibit A attached hereto and made part
hereof;
(all of the property described in this paragraph is hereinafter referred to as
the "Personal Property"), to have and to hold, all and singular, the Personal
Property unto the Purchaser forever. Notwithstanding the foregoing, it is
understood that the Personal Property shall not be deemed to include finished
inventory and work-in-process that has been sold by the Seller and is ready to
be shipped within three (3) business days from the date hereof.
The Seller does hereby bind itself to WARRANT and FOREVER DEFEND title to
the Personal Property unto the Purchaser against the lawful claims and demands
of all persons whomsoever.
Seller warrants and represents that it has good and marketable title to
all of the Personal Property, free and clear of any claim, lien, encumbrance,
mortgage, security interest, pledge, easement, or any liability of whatsoever
kind or description except for the security interest of the Boston Frame
Company, Inc. securing the repayment of the Note. Seller undertakes to pay out
of the proceeds of the sale of the Personal Property and out of other assets of
Seller all of Seller's outstanding accounts payable, except for the Note, and
Seller warrants and represents that Seller shall have no debts to any
creditors, absolute or contingent, which may effect title to the Personal
Property. In consideration of such representation and warranty, the Purchaser
agrees to waive compliance with the provisions of the Massachusetts Bulk Sales
Act, if applicable.
Purchaser shall be responsible for the completion of all work-in-process
purchased by Purchaser from Seller (other than excluded work-in-process) and
for the safekeeping and return of all customer property the possession of which
is delivered by Seller to Purchaser at the Closing.
Purchaser and Seller each represent and warrant to the other that it has
incurred no broker fees or commissions and that each will satisfy any
attorney's fees or costs incurred by such party in conjunction with the
purchase and sale of the Personal Property.
In connection with the assignment herein contained, Seller shall be liable
for and pay all of Seller's accounts payable, debts, obligations and
liabilities arising from whatsoever fact, transaction or occurrence, and Seller
agrees to indemnify, defend and hold harmless the Purchaser from and against
any such liability, including reasonable attorney's fees should same be
incurred by Purchaser in defense of any such claim. Purchaser shall be solely
and exclusively liable for any and all accounts payable, debts, obligations and
liabilities of Purchaser incurred from whatsoever fact, transaction or
occurrence and shall agree to defend, indemnify and hold harmless the Seller
from any liability with respect thereto, including reasonable attorney's fees
to the extent incurred in defense of any such claims.
By this Blanket Conveyance, Bill of Sale and Assignment it is understood
that Purchaser is acquiring absolutely no right, title or interest in and to
Seller's accounts receivable, including accounts receivable for inventory
excluded from the conveyance herein contained. In the event Purchaser shall
collect any sums from any customer of Seller after this date, such sums shall
first be applied to the satisfaction of any account receivable of Seller from
such customer outstanding on the date hereof. Any and all such sums collected
by Purchaser shall be deemed held as trustee for the benefit of Seller and not
co-mingled with the funds of Purchaser and shall be segregated and delivered to
Seller as soon as practicable. In order to facilitate Seller's collection of
such receivables, Purchaser agrees to invoice, bill and collect Seller's
receivables following the date hereof until the total outstanding balance has
been collected and delivered to Seller, or for a period of thirty (30) days
following the date hereof, whichever occurs first. Purchaser shall provide
Seller with an accounting of all collections of Seller's accounts receivable
during the thirty (30) day collection period. In order to facilitate Seller's
collection of its accounts receivable, Seller shall have the right for a period
of thirty (30) days after the Closing to be present at Purchaser's principal
place of business and to consult with Purchaser concerning the future patronage
and service of Seller's customers by Purchaser, if such customers so desire
future service. Seller shall have the right to contact any of its customers
for purposes of collecting any of its accounts receivable. Seller shall
further have the right to complete all excluded work in process and Purchaser
agrees to hold all excluded inventory and work in process for Seller's
customers. Following 30 days after the Closing, any excluded inventory or work
in process that is not claimed by a customer may be removed by the Seller.
The Blanket Conveyance, Bill of Sale and Assignment and the provisions
herein contained shall be binding upon and inure to the benefit of the
Purchaser and the Seller and their respective heirs, administrators, executors,
successors and assigns.
EXECUTED to be effective as of the 22nd day of November, 1996.
SELLER: PURCHASER:
CHARLES RIVER FRAME, CO., a ART SMART, INC., a Nevada
Massachusetts general partnership corporation
By: /s/ Stanley G. Wigman By: /s/ David W. Dube
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Stanley G. Wigman, General Partner David W. Dube, President
STATE OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
THE FOREGOING INSTRUMENT was acknowledged before me this 22nd day of
November, 1996, by Stanley Wigman, General Partner of Charles River Frame Co.
Witness my hand and official seal.
My Commission expires: 2/18/2003
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/s/
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Notary Public
STATE OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
THE FOREGOING INSTRUMENT was acknowledged before me this 22nd day of
November, 1996, by David W. Dube, President of Art Smart, Inc.
Witness my hand and official seal.
My Commission expires: 2/18/2003
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/s/
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Notary Public
