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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
INFORMATION STATEMENT
PURSUANT TO RULE 14F-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934
SIGMA-7 PRODUCTS, INC. 0-17700
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(Name of Registrant) (Commission File No.)
COLORADO 84-1095500
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(State of Incorporation) (Employer ID Number)
7362 UNIVERSITY AVENUE N.E, SUITE 210
FRIDLEY, MINNESOTA 55432 (612) 586-0206
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(Principal Office Address) (Telephone Number)
This Information Statement is furnished to shareholders of record as of
the close of business on August 12, 1998 of Sigma-7 Products, Inc. (the
"Company") in connection with the proposed change in the majority of the
membership of the Board of Directors of the Company. The change is being
effected by the resignation of one of the three current members of the Board of
Directors and the appointment of successors. The change in directors is part of
the change in control of the Company pursuant to which a substantial quantity of
authorized, but previously unissued shares are being issued by the Company.
This Information Statement is dated August 14, 1998 and was first
mailed on August 17, 1998 to shareholders of record of the Company as of
August 12, 1998.
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SHARES OF THE COMPANY
On May 22, 1998, the 758,287,496 outstanding shares of common stock of
the Company were subjected to a recapitalization involving a reverse stock split
and an immediate forward split of the shares. In the reverse stock split
shareholders were to receive one share for each 75,000 outstanding shares with
all fractional shares being rounded into the next whole share. The resulting
shares were then subject to a forward split in which each resulting share from
the 75,000 to 1 reverse split would become 100 shares. Due to the treatment of
fractional shares, the Company has yet to determine the final number of shares
outstanding as a result of the recapitalization. The Company estimates, however,
that the number will be approximately 1,076,500 shares. Common stock is the only
outstanding class of shares of the Company.
On May 13, 1998, the Board of Directors of the Company authorized the
issuance of up to 9,000,000 post recapitalization shares in exchange for up to
all of the shares of AMAC Technologies, Inc. ("AMAC"). The 9,000,000 shares were
issued on June 8, 1998. AMAC has nominal capitalization and no operations. AMAC
does have several pending negotiations to acquire operating businesses,
including the acquisition of Karns Machine Inc. a supplier of welding products
and services based in Lead, South Dakota, in connection with which acquisition
it is contemplated that the Company would issue 113,000 shares of its common
stock to the shareholders of Karns Machine Inc.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the date of this
Information Statement with respect to the beneficial ownership of common stock
of the Company by (i) each current and proposed director, and (ii) executive
officers, and persons know to the Company to be the owner of five percent or
more of the Company's common stock:
NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES PERCENTAGE OF SHARES(1)
OWNER
Donald W. Cartwright 8,000,000(2)(3) 79.9%
2182 Lakebrook Drive
New Brighton, MN 55112
James S. Dahlke(5) 0 0
2101 South Shore, Apt. 101
Kentwood, MI 49508
John R. Holland(5) 0 0
N. 2761 Stanley Lane
Marienette, WI 54143
John T. Paprocki 615,000(4) 6.1%
1505 Marquardt Road
Wausau, WI 54403
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NAME AND ADDRESS OF BENEFICIAL NUMBER OF SHARES PERCENTAGE OF SHARES(1)
OWNER
Timothy Gibson(6) 1,400 0.1%
3300 East First Avenue,
Suite 230
Denver, CO 80206
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(1) The percentages of share ownership in the table is calculated based
upon an estimate of there being 1,076,500 shares outstanding as a
result of the recapitalization and the issuance of 9,000,000 shares in
exchange for the AMAC shares.
(2) Includes 8,000,000 shares issued to a corporation in exchange for that
corporation's AMAC shares. Mr. Cartwright and members of his immediate
family are the beneficial owners of the corporation.
(3) Does not include 100,000 shares issued to Mr. Cartwright's mother in
exchange for her AMAC shares of which Mr. Cartwright disclaims
ownership.
(4) Includes 615,000 shares issued to Mr. Paprocki in exchange for his AMAC
shares.
(5) To be appointed as a director ten days after the date of this
Information Statement.
(6) To resign as a director ten days after the date of this Information
Statement.
CHANGES IN CONTROL
As discussed above, 9,000,000 shares of the Company's common stock were
issued in exchange for all of the outstanding shares of AMAC. Donald Cartwright
and John Paprocki, who are to remain members of the Board of Directors, were
principal beneficial owners of AMAC shares. As a result of the share exchange,
they became principal beneficial owners of the Company. The resignation by
Timothy Gibson and the appointment of James S. Dahlke, John T. Paprocki and John
R. Holland as directors is part of the change in control arrangements negotiated
by Mr. Cartwright and the current management of the Company in January 1998.
Mr. Cartwright and the former management of the Company negotiated for
Mr. Cartwright and his affiliates to obtain approximately a 90% interest in the
Company's shares and for the existing directors of the Company to be replaced by
Mr. Cartwright and Messrs. Dahlke, Paprocki and Holland. Prior to implementing
the change, Mr. Cartwright recommended that the Company complete a
recapitalization to reduce the outstanding shares.
No definitive agreement for the change in control was made. Neither Mr.
Cartwright, Mr. Paprocki nor any of their affiliates has made or agreed to make
any payment for effecting the change in control.
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Mr. Cartwright was appointed a director in March 1998 to fill a vacancy
created by the resignation of a previous director. In June 1998, Mr. Cartwright
was elected Chairman of the Board and Chief Executive Officer. In June 1998, Mr.
Paprocki was appointed a director to fill a vacancy created by the resignation
of a previous director.
INFORMATION CONCERNING CONTINUING AND NEW DIRECTORS
The names, ages and respective positions of the persons expected to be
directors of the Company ten days after the date of this Information Statement
are as follows:
NAME AGE POSITION
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Donald W. Cartwright 50 Chairman, Chief Executive Officer and a Director
James S. Dahlke 48 a Director
John R. Holland 55 a Director
John T. Paprocki 47 President and a Director
The business experience, principal occupation and directorships in
publicly-held companies for the continuing and new directors of the Company are
set forth below.
DONALD W. CARTWRIGHT, has been a director of the Company since March
1998 when he was appointed to fill a vacancy created by the resignation of a
former director. Mr. Cartwright was appointed as the Chairman of the Board and
Chief Executive Officer of the Company in June 1998. Since 1991, Mr. Cartwright
has overseen a variety of investments made through a personal holding company.
Mr. Cartwright served as chief operating officer and chief financial officer of
Zeos International, Inc., Minneapolis, Minnesota from March 1988 through August
1990. Zeos manufactured and marketed personal computers.
JAMES S. DAHLKE, is expected to be appointed as a director of the
Company upon the resignation of the current directors other than Mr. Cartwright.
Since 1996, Mr. Dahlke has been president, chief operating officer and a
director of Harrow Industries, Inc., a Grand Rapids, Michigan based manufacturer
of hand tools and other consumer and construction hardware. In 1995 and 1996,
Mr. Dahlke was the chief executive officer and a director of Medalist
Industries, Inc., a Milwaukee, Wisconsin based manufacturer and distributor of
specialty industrial fasteners. From 1988 through 1995, Mr. Dahlke was the
president of Waukesha Fluid Handling, a Wisconsin based manufacturer of pumps
and other specialty materials handling equipment which is a division of United
Dominion Industries.
JOHN R. HOLLAND, is expected to be appointed as a director of the
Company upon the resignation of the current directors, other than Mr.
Cartwright. Mr. Holland has acted as a business consultant with respect to
information systems and manufacture automation matters through his company,
Integrated Systems for Manufacturing, LLC.
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JOHN T. PAPROCKI, has been a director of the Company since June 1998
when he was appointed to fill a vacancy crated by the resignation of a former
director. Mr. Paprocki is also expected to be appointed as President and Chief
Operating Officer of the Company. Since June 1996, Mr. Paprocki has acted as a
business consultant with respect to a broad range of management issues. From
1994 to 1996, Mr. Paprocki held a variety of positions with Milwaukee,
Wisconsin-based Medalist Industries, Inc., a manufacturer and distributor of
specialty industrial fasteners. The positions included vice president, chief
financial officer, interim chief executive officer and division general manager.
EXECUTIVE COMPENSATION
The Company has not paid compensation to its officers or directors.
Pending the successful acquisition of an operating business, it is expected that
the Company will not pay compensation to its officers or directors.
REPORTING UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires executive officers and directors of the Company, and persons who
beneficially own more than 10 percent of the Company's outstanding shares of
Common Stock, to file initial reports of ownership and reports of changes in
ownership of securities of the Company with the Securities and Exchange
Commission ("SEC"). Officers, directors and persons owning more than 10 percent
of the Company's outstanding common stock are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms filed.
Donald Cartwright was obligated to report his ownership of shares of
the Company upon his becoming a director in March 1998. Such report was not
filed, however, until June 1998. Other than that delinquency, the Company is not
aware of any other noncompliance with applicable filing requirements under
Section 16(a) of the Exchange Act.
In accordance with the requirements of the Exchange Act, the Company
has caused this Information Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 14, 1998 SIGMA-7 PRODUCTS, INC.
By: /s/Donald W. Cartwright, Chief Executive Officer
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