================================================================================
U.S. 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):
December 27, 1999
COMPOSITECH LTD.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-20701 11-2710467
(Commissioner File Number) (IRS Employer Identification Number)
120 Ricefield Lane
Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 436-5200
================================================================================
<PAGE>
Item 5. Other Events.
On December 27, 1999, Compositech Ltd. issued the press release
attached hereto as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibits accompany this Report:
Exhibit
Number Exhibit Description
99 Compositech Ltd. press release dated December 27, 1999.
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.
COMPOSITECH LTD.
By: /s/ Samuel S. Gross
--------------------------
Samuel S. Gross
Executive Vice President,
Secretary and Treasurer
Date: January 4, 2000
1
<PAGE>
Index to Exhibits
Exhibit Sequentially
Number Description of Exhibit Numbered Page
------ ---------------------- -------------
99 Compositech Ltd. press release dated
December 27, 1999. 3
2
EXHIBIT 99
- --------------------------------------------------------------------------------
N E W S R E L E A S E
- --------------------------------------------------------------------------------
For:
Compositech Ltd. Netdirect Corporation International
120 Ricefield Lane 3100 West Lake Street, Suite 400
Hauppauge, NY 11788-2008 Minneapolis, MN 55416
Contact: Contact:
Samuel S. Gross, CFO Gregory Appelhof, president and CEO
(516) 436-5200 / [email protected] (612) 915-1122 / [email protected]
Agency: Agency:
Warren J. Cavior, The Cavior Organization Victoria Smith, Carmichael Lynch Spong
(212) 687-6070 / [email protected] (612) 375-8542 / [email protected]
COMPOSITECH LTD. AND NETDIRECT CORPORATION INTERNATIONAL
SIGN MERGER LETTER OF INTENT
Compositech to issue convertible preferred shares
to its present shareholders in connection with merger
HAUPPAUGE, N.Y., MINNEAPOLIS (December 27, 1999) -Compositech Ltd. (NASDAQ:
CTEK), developer of high tech laminates for the printed circuit board industry,
and Netdirect Corporation International (OTC BB: VTCO), a leading e-commerce
company formerly Virtual Technology Corporation, have signed a letter of intent
for Compositech to acquire Netdirect in a merger exchange of Compositech common
stock for 100% of Netdirect common stock at the ratio of three Compositech
common shares for each common share of Netdirect outstanding.
In connection with the merger, Compositech shareholders will receive one new
convertible preferred share for every two common shares presently held by them,
giving them a 90% participation in revenues from sale or licensing of
Compositech technology for five years. Each share of the new preferred stock
would be convertible into one warrant to purchase one share of the common stock
of the merged corporation at an exercise price of $1 per share. These warrants
would be subject to redemption by the merged corporation at a redemption price
of $8 per share.
"We are excited about the prospect of these two companies coming together and
operating as one Nasdaq-listed company. We believe that each brings with it
capabilities and potential that will create greater value for shareholders of
both companies," stated Netdirect president and CEO Greg Appelhof.
3
<PAGE>
"Our relationships with premier manufacturers such as IBM, Apple,
Hewlett-Packard, Hitachi and Sony offer Compositech a new opportunity to realize
maximum value for its leading-edge technology," Appelhof said.
"We believe that Netdirect's growth potential, combined with continuing
participation in our technology through a creative preferred stock issue, offers
great possibilities for Compositech shareholders," said Compositech chairman
Jonas Medney. "Netdirect's strategic relationship with Lycos, along with its
recent significant steps to build a marketing and distribution infrastructure
for technology products, reinforces its position as a global e-commerce leader,"
he noted.
Upon completion of the merger, the new company will be named Netdirect
Corporation International and will apply for a change of its NASDAQ symbol.
Current Netdirect chairman Kenneth Israel will be elected chairman and Greg
Appelhof appointed president and CEO of the combined company. Current
Compositech president and CEO Christopher F. Johnson has accepted an offer to
join a major electronics industry material supplier in January 2000. Jonas
Medney, Compositech co-founder and co-inventor of CL200+, will continue as a key
member of the company's technical team.
The merger is subject to completion of due diligence reviews by each company,
negotiation and execution of a definitive merger agreement, SEC review of the
companies' joint merger/proxy statements, approval of the surviving company's
continued Nasdaq listing, FTC antitrust review and approvals of the respective
boards of directors and the shareholders of each company.
About Netdirect Corporation International
Netdirect is the global e-commerce company that offers businesses, consumers and
communities of interest a better way to purchase a full array of technology
products with unprecedented, personalized customer service and low prices. The
company generates revenue from three distinct, but related, sales channels:
online, catalog and wholesale. Its online sites include www.netdirect.com, which
offers more than 60,000 hardware products, 100,000 software titles, 25,000
office products and thousands of consumer electronic products, and
www.dtpdirect.com, as well as other co-branded and Community Techmart private
label Web sites. Netdirect also generates revenue from its catalog company, DTP
Direct, and GTI Distribution Services, an established technology products
distribution company with direct relationships with more than 40 manufacturers
that provides integrated e-commerce platforms and fulfillment capabilities for
major customers, as well as all of Netdirect's operations.
About Compositech Ltd.
Compositech Ltd. has developed innovative and superior copper-clad and
fiberglass epoxy laminates used to make printed circuit boards which are
essential components of personal computers, workstations, data communications,
Internet servers and telecommunications equipment.
NetdirectTM and Community TechmartTM are trademarks of Netdirect Corporation
International. CompositechTM and CL200+TM are trademarks of Compositech Ltd.
Statements in this Press Release that are not purely historical are "forward
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding Netdirect's and Compositech's (the
Companies') expectations, hopes, beliefs, intentions or strategies regarding the
future generally, the Companies' growth strategies, future sales and anticipated
trends in the Companies' businesses. All forward looking statements included in
this Press Release are based on
4
<PAGE>
information known to the Companies on the date hereof, and neither of the
Companies assumes any obligation to update any such forward looking statements.
It is important to note that actual results could differ materially from those
in such forward looking statements as a result of a number of factors, most of
which are out of the control of the Companies, including, but not limited to,
the Companies' early stage of development, their lack of profitability and cash
flows and competition for the sale of hardware and software products both on and
off the Internet. Further, there is no assurance that the Companies will
consummate the transactions announced in this Release.
- -30-
5
