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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): September 30, 1997
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, MA 02111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 695-2950
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(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS
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HORTICULTURAL DIVISION
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The Company, despite the investment of a substantial amount of funds received
from the proceeds of the private placement completed in August, 1996, has been
unable to operate, at a profit, its nursery subsidiary located in Loxahatchee,
Florida. After careful consideration and in light of the Company's decision
to transform itself into a retailing and property development company, the
Company discontinued operations at, and subsequently closed, the nursery in
September, 1997. The Company is presently in discussions with the secured
lender(s) regarding alternatives to a possible disposition of the nursery's
real property. Since closing the nursery, the Company has substantially
reduced its unsecured accounts payable with various wholesale growers and
suppliers by offering its inventory in lieu of cash payments thereof and has
been successful in retiring a significant amount of such indebtedness.
The Company is attempting, with the cooperation and assistance of its secured
lender, to sell its remaining nursery subsidiary located in Homestead,
Florida. The Company is presently in default on its inventory installment
promissory note obligation. However, the secured lender has deferred legal
proceedings in light of continuing cooperation by the Company to market the
nursery for sale.
As a direct result of the Company's decision to focus on more profitable
retailing opportunities and further real estate development activities, the
Company has decided to discontinue the operations of its licensed plant
department subsidiary, Vine Street Stores, Inc. This action was further
precipitated by the resignation of the general manager of these operations.
GIFTWARE DIVISION
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The sole operation within this division is the picture framing factory of the
Company's subsidiary, Art Smart, Inc., located in Boston, Massachusetts. The
operation, which was acquired in November, 1996, has continuously reported
monthly operating losses and, at this point, will continue to do so, even
though it has been downsized to minimum production and employment levels.
The two (2) seller-financed promissory notes are in default and have been
accelerated for payment pursuant to demand notices. The senior secured lender
has deferred, by arrangement, any legal action at this time. The junior
secured lender has commenced an action against the Company's subsidiary, Art
Smart, Inc. The Company believes it has legitimate defenses to the action,
although there can be no assurance of the outcome of the case. The Company is
exploring the alternative of either selling this division to its management,
selling assets to retire debt or, possibly, closing and liquidating the
division since the operation is no longer considered core to its retailing or
real estate focuses.
TRUCK PARTS DIVISION
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During the calendar quarter ended June 30, 1997, the Company decided to
permanently close its sole manufacturing, assembly and distribution operation
located in Dallas, Texas, primarily due to an inability to successfully and
profitably manufacture its sole licensed product (an electronic bed-cover)
despite several attempts, at significant expense, to redesign or modify the
existing licensed patent. Accordingly, and with the consent of the patent
holder, the Company, by agreement, transferred the license to a non-affiliated
third party. The Company is entitled to receive a royalty from the license
holder based upon license payments received by the patent holder from the
third party.
PROPERTY DEVELOPMENT DIVISION
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The Company has continued to achieve progress on the development of its twelve
acres of commercial real estate located in Colchester, Connecticut.
CORPORATE
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As the Company focuses its business activities on traditional retailing and
real estate development, new management has been retained to bolster the
management of the Company. Accordingly, the David W. Dube resigned as
President and Chief Executive Officer and as a Director of the Company,
effective September 30, 1997; however, Mr. Dube has agreed to serve as a
consultant to the Company for a period of six (6) months to provide a smooth
transition and to assist management in the execution of its new business
strategies. To fill the vacancies on the Company's Board of Directors, Peter
Siegel and Barrie Genesen were elected to serve as directors. Mr. Siegel was
also elected as President and Chief Executive Officer.
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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: October 29, 1997 By: Peter H. Siegel
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Peter H. Siegel, President
