UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
AMENDED FORM 8-K
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report DECEMBER 11, 1996
OMNI U.S.A., INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-17493 88-0237223
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
7502 Mesa Road, Houston, Texas 77028
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(Address of Principal Executive Offices)
Registrants telephone number, including area code: (713) 635-6331
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OMNI USA, INC.
Item 1. Changes in Control of Registrant.
NONE.
Item 2. Acquisitions or Disposition of Assets.
On October 4, 1996, the Company acquired 100% of the common stock of Butler
Products Corp. ("BPC"), a Kentucky corporation located in Butler, Kentucky for
$937,400. BPC is a manufacturer of stabilizer and landing gear jacks and trailer
products sold to manufacturers and distributors of heavy duty trailers. The
stock was purchased from the sole shareholders of BPC, Messrs. Frank E. Jakubec
and Dennis W. Swim, who were unaffiliated with the Company at the time of
acquisition. Terms of the transaction included payments to the shareholders of
BPC of $225,000 in cash, $500,000 in junior subordinated notes due in 2003, and
150,000 shares of common stock of the Company valued at $212,400. BPC has been
engaged in the business of manufacturing jack and trailer products for over 40
years. The Company intends to utilize the assets of BPC to continue in that
business.
Item 3. Bankruptcy or Receivership.
NONE.
Item 4. Changes in Registrant's Certifying Accountant.
NONE.
Item 5. Other Events.
NONE.
Item 6. Resignation of Registrant's Directors.
NONE.
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OMNI USA, INC.
Item 7. Financial Statements & Exhibits.
The following financial statements of Butler Products Corp. are filed as part of
this report:
Balance Sheets as of September 30, 1996 and June 30, 1996
Statements of Operations for the three months ended September 30, 1996 and
for the year ended June 30, 1996
Statements of Cash Flows for the three months ended September 30, 1996 and
for the year ended June 30, 1996
Pro Forma results of operations as if the acquisition of BPC had occured at the
beginning of the period are as follows:
Quarter Year
Ended Ended
9/30/96 6/30/96
----------- ------------
Net sales ............................... $ 3,498,980 $ 13,076,708
Operating income (loss) ................. (7,289) (115,163)
Net income (loss) ....................... (43,639) (220,702)
Net (loss) per common share ............. (0.04) (0.16)
Exhibits previously provided include:
10.9 Butler products Corporation Share Purchase Agreement dated
October 1, 1996, together with exhibits as follows:
-Junior Subordinated Promissory Note to Frank E. Jakubec
-Junior Subordinated Promissory Note to Dennis W. Swim
-Employment Agreement between Butler Products
Corporation and Frank E. Jakubec
-Employment Agreement between Butler Products
Corporation and Dennis W. Swim
-Noncompetition Agreement between Butler Products
Corporation and Frank E. Jakubec
-Noncompetition Agreement between Butler Products
Corporation and Dennis W. Swim
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OMNI USA, INC.
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 thereunto duly authorized.
OMNI USA, INC.
(Registrant)
Date: December 11, 1996 By: /s/ JEFFREY K. DANIEL
Jeffrey K. Daniel
President
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BUTLER PRODUCTS CORP.
BALANCE SHEETS (Unaudited)
September 30, 1996 and June 30, 1996
ASSETS
September 30 June 30
1996 1996
------------ ----------
CURRENT ASSETS:
Cash $ 37,880 $ 72,262
Accounts receivable, trade, net 334,831 376,814
Inventories 342,732 348,731
Prepaid expenses 13,576 16,993
---------- ----------
TOTAL CURRENT ASSETS 729,019 814,800
PROPERTY AND EQUIPMENT, net of
accumulated depreciation and amortization 290,278 305,956
OTHER ASSETS:
Long term deposits 0 3,000
---------- ----------
TOTAL ASSETS $1,019,297 $1,123,756
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 204,929 $ 300,611
Accrued expenses 55,077 45,293
Current portion of long-term debt 292,611 267,763
---------- ----------
TOTAL CURRENT LIABILITIES 552,617 613,667
LONG-TERM DEBT 291,382 314,673
---------- ----------
TOTAL LIABILITIES 843,999 928,340
---------- ----------
DEFERRED FEDERAL INCOME TAX 9,821 9,821
---------- ----------
STOCKHOLDERS' EQUITY
Common stock 75,000 75,000
Retained earnings 90,477 110,595
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 165,477 185,595
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,019,297 $1,123,756
========== ==========
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BUTLER PRODUCTS CORP.
STATEMENTS OF OPERATIONS (Unaudited)
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
AND THE YEAR ENDED JUNE 30, 1996
QUARTER YEAR
ENDED ENDED
September 30 June 30
1996 1996
------------ ----------
NET SALES $ 644,021 $2,690,184
COST OF SALES 557,928 2,280,683
---------- ----------
Gross profit 86,093 409,501
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 89,805 357,054
---------- ----------
OPERATING INCOME (LOSS) (3,712) 52,447
OTHER INCOME (EXPENSE) (11,884) (45,698)
---------- ----------
Income before taxes (15,596) 6,749
Provision for Federal Income Tax 4,522 9,820
---------- ----------
Net income (loss) $ (20,118) $ (3,071)
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BUTLER PRODUCTS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Three Months Ended September 30, 1996
and the Year Ended June 30, 1996
SEPTEMBER 30 JUNE 30
1996 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(20,118) $ (3,071)
Adjustments to reconcile net income (loss) to net
cash (used) provided by operating activities:
Depreciation and amortization 20,400 65,480
Changes in operating assets and liabilities:
Accounts receivable 41,983 91,138
Inventories 5,999 (15,136)
Prepaid expenses 3,417 (2,109)
Accounts payable (95,682) (334)
Accrued expenses 9,784 (53,691)
-------- --------
Total adjustments (14,099) 85,348
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Net cash (used) provided by operating activities (34,217) 82,277
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,722) (171,510)
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CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from debt 15,000 225,517
Payments on debt (13,443) (66,267)
-------- --------
Net cash provided by financing activities 1,557 159,250
-------- --------
NET INCREASE (DECREASE) IN CASH (34,382) 70,017
CASH AT BEGINNING OF PERIOD 72,262 2,245
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CASH AT END OF PERIOD $ 37,880 $ 72,262
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