=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 1998
-----------------
Commission File No. 0-17746
-------
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
(Formerly Safe Aid Products Incorporated)
----------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 22-2824492
------------------------------- ---------------------
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
249 Peruvian Avenue
Suite F2
Palm Beach, Florida 33480
------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (561) 832-2700
--------------
* On February 9, 1998, Safe Aid Products Incorporated merged with and into
Intelligence Network International and was renamed Safe Technologies
International Incorporated.
============================================================================
<PAGE>
AMENDMENT NO. 1
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K,
originally filed with the Securities Exchange Commission on December 31, 1998,
as set forth in the pages attached hereto:
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On December 1 1998, the Board of Directors of Safe Technologies
International, Inc. ("Safe Tech" or "SFAD") decided that it was in the best
interests of Safe Tech to reverse its acquisition of GMG Computer Consultants,
Inc. d.b.a. Precision Imaging, Inc. ("GMG"). GMG's financial statements for
the third quarter were below expectations: GMG's revenues were lower than
expected and its expenses were significantly higher than projected.
Safe Tech acquired GMG pursuant to an acquisition agreement with GMG's
shareholders - Gary Bart, Gail Bart and Dean Constantine ("the former GMG
shareholders") dated July 22, 1997, as amended (the "GMG Acquisition
Agreement"). Gary Bart and Dean Constantine, the President and Vice President
of GMG each entered into employment agreements with GMG relating to their
employment effective as of November 1, 1997 and expiring one year thereafter
on October 30, 1998.
On December 17, 1998, Safe Tech, GMG and the former GMG shareholders entered
into a Reversion Agreement and a mutual general release agreement in order to
effectuate the reversal of the GMG acquisition. Pursuant to the Reversion
Agreement, Safe Tech returned all of GMG's corporate records and shares of GMG
common stock to its former shareholders. In exchange, the former GMG
shareholders returned the 14,000,000 shares of SFAD common stock that had been
issued to them pursuant to the GMG Acquisition Agreement. The employment
agreements for Gary Bart and Gail Bart terminated on October 30, 1998 and were
not renewed.
The SFAD Transfer Agent has been authorized to cancel the 14 million shares of
SFAD common stock issued to the GMG shareholders, which represent a 14,000,000
share reduction of SFAD's issued and outstanding common stock.
<PAGE>
Item 7. Financial Statements and Exhibits.
a. Financial Statements of Business Acquired. Not applicable.
b. Pro Forma Financial Information.
A narrative description of the pro forma effects of the
disposition of the assets discussed in Item 2 is filed with this
respect to the Balance Sheet as of September 30, 1998 and with
respect to the Income Statement for the period ending September
30, 1998.
c. Exhibits.
2.1 Reversion Agreement, dated as of December 17, 1998 by and among
Safe Tech, GMG and Gary Bart, Gail Bart and Dean Constantine.
2.2 Mutual General Release Agreement dated December 17, 1998 by and
among GMG, Gary Bart, Gail Bart, Dean Constantine and Safe Tech.
<PAGE>
Signatures
----------
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.
SAFE TECHNOLOGIES INTERNATIONAL INCORPORATED
By: /s/ Barbara Tolley
------------------------------
Barbara Tolley, CEO & Chairman
Dated: January 6, 1999
<PAGE>
SAFE TECHNOLOGIES INTERNATIONAL., INC.
Pro Forma Financial Information
The adjustments necessary to reflect the Reversion Agreement with GMG, Inc.,
result in the following pro forma changes to the Balance Sheet as of
September 30, 1998.
Assets - There is no change in cash, and Accounts Receivable is reduced by
$4,520. Notes Receivable from GMG, Inc., in the amount of $46,665 are reduced
from Balance Sheet. Property and Depreciated Equipment are reduced by
$20,725., as well as Deposits are reduced by $5,294. Total change in assets
would be a reduction of $77,204. Management Agreements is reduced by $630,000
and Goodwill is reduced by $324,929.
Liabilities - Line of Credit , payable to the Bank, is reduced by $16,140.
GMG, Inc., payroll taxes owing are reduced by $19,846, and GMG, Inc., Accounts
Payable are reduced by $39,850. Total change in Liabilities would be a
reduction of $75,836.
Stockholders' Equity - Total Stockholders' Equity was reduced by $1,368 with
a Retained Earnings deficit of $722, as a result of GMG, Inc., business
operation.
No other significant changes to the financial statements would be considered
necessary.
EXHIBIT 2.1
REVERSION AGREEMENT
This Reversion Agreement is entered into on this 17th day of December, 1998,
by and between, GMG COMPUTER CONSULTANTS, INC., d/b/a Precision Imaging
("GMG"), SAFE TECHNOLOGIES INTERNATIONAL., INC. (Safe), as Safe, and as
successor in merger to INTELLIGENCE NETWORK INTERNATIONAL ("INI"), and Gary F.
Bart, Gail Bart, and Dean Constantine, collectively known as "GMG's former
shareholders."
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged including, but not limited to,
the mutual covenants and agreements set forth herein and intending to be
legally bound, the parties hereto agree as follows:
1. By virtue of a certain Acquisition Agreement, dated July 22, 1997, by and
between GMG and INI, which was merged into Safe on or about February 5, 1998,
Gary F. Bart, Gail Bart, and Dean Constantine received, collectively,
14,000,000 shares of INI 144 stock.
2. By virtue of the July 22, 1997 Acquisition Agreement, INI received 100%
of the common stock of GMG, all corporate records of GMG, including without
limitation corporate minute books, stock book, stock transfer books, corporate
seals, shares of stock of the Subsidiaries, and such other corporate books
given to INI by GMG, certified Articles of Incorporation of GMG and the Bylaws
of GMG, and all assets of GMG.
3. On August 21, 1997, effective as of November 1, 1997, Gary Bart, and Dean
Constantine entered into an employment agreement with GMG, and the employment
agreement terminated on October 30, 1998.
4. It is the express intent of the parties that the stock positions of all
of the parties be restored to their pre-acquisition state in the manner set
forth herein. It is further intended that the above parties are to be
released from any and all liability associated with the July 22, 1997
Acquisition Agreement, and the Employment Agreement.
<PAGE>
5. In an effort to implement the intended reversion of the stock and the
release of all liabilities, the parties agree to act as follows:
a. GMG"s former shareholders shall return any and all INI 144 stock and SAFE
144 STOCK that the former shareholders received as a result of the Acquisition
Agreement. In particular, the parties shall return to SAFE, the following
amounts of stock:
i. Gary Bart - 4,200,000 Shares of INI 144 Stock and 4,200,000 shares of
SAFE 144 Stock.
ii. Gail Bart - 4,200,000 Shares of INI 144 Stock and 4,200,000 Shares of
SAFE 144 Stock.
iii. Dean Constantine - 5,600,000 Shares of INI 144 Stock and 5,600,000 Shares
of SAFE 144 Stock.
b. SAFE shall return to the GMG Former Shareholders any and all stock
transferred to INI by GMG as a result of paragraph 12 (a)(1) of the
Acquisition Agreement.
c. SAFE shall return to the GMG Former Shareholders all corporate records of
GMG, including without limitation corporate minute book, stock book, stock
transfer books, corporate seal, shares of stock of the Subsidiaries, and such
other corporate books given to INI by GMG.
d. SAFE shall return to the GMG Former Shareholders certified Articles of
Incorporation of GMG and the Bylaws of GMG, given to INI as per paragraph 12
(a)(iv) of the Acquisition Agreement.
e. SAFE shall return to the GMG Former Shareholders all of GMG's assets
listed on Exhibit A hereto.
f. GMG and GMG's former shareholders acknowledge and agree that the only
items that SAFE received pursuant to the Acquisition Agreement are listed in
subsections (b) - (e) of this Reversion Agreement. GMG and its former
shareholders agree that the list of items in subsections (b) - (e) is
comprehensive and exhaustive and GMG and its former shareholders will not now
or at any time after the closing of this Revision Agreement claim or assert
that SAFE has an obligation to return any documents or other items to GMG and
its former shareholders, other than the items listed in subsections (b) - (e)
of the Revision Agreement.
<PAGE>
g. GMG and its former shareholders represent and warrant that they have not
entered into any agreements which would create any liability or obligation for
GMG or SAFE. GMG and its former shareholders agree that they will indemnify
SAFE or GMG for any liabilities incurred by the former shareholders of GMG or
obligations entered into by the former shareholders of GMG, that arose during
their management of GMG.
h. All representations, warranties, covenants and agreements contained
herein shall survive the closing of the Revision Agreement.
i. All of the parties hereto shall execute mutual general releases to the
other parties (as attached hereto as Composite Exhibit 13), releasing each
other from any and all liabilities, obligations, and the like under the
Acquisition Agreement, Employment Agreement, and under and all other
contracts, obligations or warranties entered into between the parties,
excepting this reversion agreement.
6. The parties shall finalize the terms of this Agreement, perform all
transfers as required herein, and execute all releases as required herein, at
a reversion closing to be held on December 17th, at 1:30 (A.M.)(P.M.), at the
offices of Safe Technologies International, Inc., 249 Peruvian Avenue, Suite
F2, Palm Beach, FL 33480. Under no circumstances shall the closing be delayed
without the mutual agreement of all of the parties listed above.
7. SAFE shall be responsible for all reporting requirements and filing and
other fees to any and all governmental authorities that may be necessary as a
result of this reversion. SAFE shall hold GMG and GMG's former shareholders
harmless for any S.E.C. or individual shareholder liability associated with
this reversion.
8. All parties acknowledge that they have been represented by counsel during
the negotiating of this Agreement, and no presumption in favor of any party
will exist regarding the drafting of this Agreement.
9. This Agreement sets forth the entire agreement between the parties and
may not be amended without prior, written consent of all of the parties.
10. In any litigation arising out of this agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs at both the
trial level and on appeal.
11. Time is of the essence.
12. It is understood and agreed that this document may be signed in
counterpart and/or via fax and that all such counterparts shall serve as
originals for purposes hereof.
<PAGE>
IN WITNESS WHEREOF, we have hereto set our hands and seal this 17th day of
December, 1998.
GMG COMPUTER CONSULTANTS, INC.,
a Florida corporation
By: /s/ Barbara L. Tolley
BARBARA L. TOLLEY, CEO OF SFAD
SAFE TECHNOLOGIES INTERNATIONAL, INC.
By: /s/ Barbara L. Tolley
BARBARA L. TOLLEY, PRESIDENT
By: /s/ Gary F. Bart
GARY F. BART
By: /s/ Gail Bart
GAIL BART
By: /s/ Dean Constantine
DEAN CONSTANTINE
EXHIBIT 2.2
MUTUAL GENERAL RELEASE
THIS MUTUAL GENERAL RELEASE, dated this 17th day of December, 1998, is hereby
entered into by and among GARY BART, GAIL BART, DEAN CONSTANTINE (hereinafter
collectively "First Party") and GMG COMPUTER CONSULTANTS, INC. (hereinafter
"Second Party").
First Party and Second Party, for and in consideration of the mutual releases
provided herein, the receipt of which is hereby acknowledged, with the
intention of binding themselves and all of their beneficiaries, successors,
heirs and assigns, do hereby remise, release, acquit, satisfy, and forever
discharge each other and their respective officers, agents subsidiaries,
affiliates, successors, predecessors and attorneys of and from all, and all
manner of actions, causes of action, suits, debts, dues, sums of money,
accounts, covenants, contracts, controversies, agreements, promises, damages,
judgments, executions, claims, and demands whatsoever, in law or in equity,
which either party ever had, now has, or which any personal representative,
successor, heir or assign of either party arising from, based upon, or by
reason of any matter, cause or thing whatsoever, or any other thing, whether
now known or unknown, suspected or unsuspected which either party now has or
way have against each other, occurring or existing at anytime, to and
including the date hereof including, without in any manner limiting the
foregoing, any of the foregoing arising from or relating to that certain
Acquisition Agreement, dated July 22, 1997, by and between GMG and INI, Gary
F. Bart, Gail Bart, and Dean Constantine. This Mutual General Release does
not pertain to that certain Reversion Agreement dated December 17th, 1998, as
between the above identified parties.
This Mutual General Release shall be effective as a full and final accord and
satisfaction, bar and general release of all tights, claim, demands,
misrepresentations, non-disclosures, damages, debts, liabilities, accounts,
compensation, reckonings, obligations, costs, contracts, agreements, expenses,
liens, prior relationships, loss of use, loss of services, consequential
damages, judgments and executions, actions and causes of action, of every kind
and nature whatsoever, whether now known or unknown, suspected of unsuspected
of the parties, hereto. It is the intention of the parties to fully, finally
and forever settle and release all of the matters being released herein,
whether now known or unknown, suspected or unsuspected which now exist, may
exist or heretofore have existed between themselves. In furtherance of this
intention, the mutual releases herein given shall be and remain in effect as a
full and complete general mutual release notwithstanding the discovery or
existence of any additional or different claims or facts or the failure of any
consideration or promises between the parties no matter what they may be for
any reason whatsoever. This Mutual General Release is not contingent upon the
performance of any conditions precedent or subsequent.
<PAGE>
Should any party constituent thereof bring any action or proceeding for the
enforcement of, or seek a declaration of the Court or any other adjudicating
body as to, or assert by way of defense or offset in any suit or other
proceedings, any of the release matters, herein, there shall be awarded to the
prevailing party thereof all reasonable attorneys' fees and costs.
This Mutual General Release may be signed in one or more counterparts, all of
which together shall serve as an original. A facsimile of a signed copy of
this Mutual General Release shall serve as an original executed copy for all
purposes.
IN WITNESS WHEREOF, the parties hereto have executed this instrument on the
date set forth above.
Witnesses: GMG COMPUTER CONSULTANTS, INC.
/s/Mike Bhathena By: /s/ Barbara L. Tolley
Title: President
FIRST PARTY:
Gary Bart
/s/Mike Bhathena By: /s/ Gary Bart
Gail Bart
/s/Mike Bhathena By: /s/ Gail Bart
Dean Constantine
/s/Mike Bhathena By: /s/ Dean Constantine
GMG COMPUTER CONSULTANTS, INC.
By: /s/ Barbara L. Tolley
/s/Mike Bhathena Title: President
