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UNITED STATES 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) NOVEMBER 25, 1996
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DYNAMOTION/ATI CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-19143 93-1192354
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NUMBER)
1639 E. EDINGER AVE., SANTA ANA, CA 92705
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 541-4818
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N.A.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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DYNAMOTION/ATI CORP.
ITEM 5. OTHER EVENTS
By unanimous written consent dated November 22, 1996, the holders of
the Company's Class B Redeemable Cumulative Convertible Preferred Stock (the
"Class B Preferred Stock") voted to amend the provisions of the Company's
Certificate of Incorporation regarding redemption of such stock. As originally
constituted, the holders of the Class B Preferred Stock had the right, at any
time beginning March 21, 2001, to require the Company to repurchase the
outstanding shares of Class B Preferred Stock at a purchase price of $1.00 per
share plus all accrued and unpaid dividends (the "Redemption Price") at a rate
of $0.08 per year. The repurchase right in the control of the holders
prevented the Company from originally classifying its Class B Preferred Stock
as equity on its balance sheet.
The amendment to the Certification of Incorporation provides that the
Company shall have the right to offer to repurchase the outstanding shares of
Class B Preferred Stock (a "Repurchase Offer") at the Redemption Price
beginning on or after March 20, 2001. The holders of the Class B Preferred
Stock have the right to accept or reject such offer. If the Company has not
made a Repurchase Offer prior to such time, the dividend rate on the Class B
Preferred Stock increases to $0.12 per share per year on March 21, 2001, and by
one cent on each anniversary of such date up to a maximum of $0.20 per share.
On the basis of the forgoing, the Company has reclassified its Class B
Preferred Stock as equity.
The amendment to the Company's Certificate of Incorporation necessary
to effectuate the changes has been filed with the New York Secretary of State.
Such amendment is subject to the review and approval of the New York Secretary
of State, which the Company expects to obtain in the normal course.
The information disclosed herein is as if the aforementioned agreement
was signed and completed as of October 31, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(A) Financial Information
1. Dynamotion/ATI Corp. Balance Sheet (unaudited)
as of October 31, 1996 ............................................ 3
(B) Signature and Exhibits
1. Signature.............................................................. 4
2. Exhibits............................................................... 5
3a.(6) Certificate of Amendment of the Certificate
of Incorporation, dated November 22, 1996
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DYNAMOTION/ATI CORP.
ITEM 7.
BALANCE SHEET (UNAUDITED)
OCTOBER 31, 1996
(IN 000'S, EXCEPT SHARE AMOUNTS)
ASSETS
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CURRENT ASSETS:
Trade accounts receivable, less allowance
for doubtful accounts of $170 $ 2,994
Inventories 5,246
Prepaid expenses and other current assets 87
Note receivable - current 320
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TOTAL CURRENT ASSETS 8,647
MACHINERY AND EQUIPMENT -
Net of accumulated depreciation of $813 631
NOTE RECEIVABLE - Long term 722
INTANGIBLE AND OTHER ASSETS 120
PATENTS - Net of accumulated amortization of $1,024 3,153
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$ 13,273
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES:
Accounts payable $ 3,673
Unfunded disbursements 140
Revolving credit facility 2,503
Current maturities of long-term debt 847
Accrued commissions 463
Accrued payroll and related expenses 531
Other current liabilities 1,359
Note payable to bank 1,552
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TOTAL CURRENT LIABILITIES 11,068
LONG-TERM DEBT 693
SHAREHOLDERS' EQUITY
Convertible preferred stock, non-cumulative at
$.44 per share, $.01 par value, liquidation preference $5.50, authorized
2,062,500 shares, issued and outstanding
954,479 shares 10
Convertible preferred stock, 8% cumulative, $.01 par value, authorized
2,250,000, issued and outstanding 2,250,000 22
Common stock, $.04 par value, authorized
20,000,000 shares, issued and outstanding
2,825,674 shares 113
Additional paid-in capital 17,516
Common stock warrants 270
Accumulated deficit (16,419)
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TOTAL SHAREHOLDERS' EQUITY 1,512
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$ 13,273
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DYNAMOTION/ATI CORP.
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 thereunto duly authorized.
DYNAMOTION/ATI CORP.
Date: November 25, 1996 By: /S/ Kirk A. Waldron
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Kirk A. Waldron
Chief Financial Officer and
Chief Accounting Officer
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EXHIBIT 3.a.6
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
DYNAMOTION/ATI CORP.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
We, the undersigned, Jon R. Hopper and Kirk A. Waldron, being
respectively the President and Secretary of Dynamotion/ATI Corp., a corporation
organized under the Business Corporation Law of the State of New York (the
"Corporation"), hereby certify and set forth as follows:
FIRST: The name of the Corporation is Dynamotion/ATI Corp. The
Corporation was formed under the name Richmark Camera Service, Inc.
SECOND: The Certificate of Incorporation was filed by the
Department of State, Albany, New York, on the 28th day of April, 1960.
THIRD: This Certificate of Amendment amends the Certificate of
Incorporation, as amended, to revise certain provisions pertaining to the Class
B Cumulative Convertible Preferred Shares of the Corporation (the "Class B
Preferred Shares") relating to the payment of dividends and the repurchase of
such Class B Preferred Shares.
FOURTH: To accomplish the amendment pertaining to the payment of
dividends, paragraph (a) of Section 3 of Article "FOURTH" of the Certificate of
Incorporation is hereby amended to read in its entirety as follows:
Section 3. Dividends.
(a) The holders of the Class B Preferred Shares shall be entitled
to receive a cumulative dividend in arrears, at a per annum rate of $.08 per
share (the "Class B Dividend"), payable on each March 20 (the "Class B Dividend
Date"), as, if and when declared by the Board of Directors. If any of the Class
B Preferred Shares remain outstanding on March 21, 2001, the Class B Dividend
shall increase to $0.12 per share on such date. If any of the Class B Preferred
Shares remain outstanding on March 21 of any year thereafter, the Class B
Dividend shall increase by $0.01 on each such date to a maximum of $0.20 per
share; provided, however, that no such increase shall take place following a
Repurchase Offer (as defined in Section 5(b) hereof) with respect to Class B
Preferred Shares covered by such Repurchase Offer. The Class B Dividends shall
commence to accrue and be cumulative, whether or not earned or declared and
whether or not there are funds legally available therefor, from and after the
date Class B Preferred Shares are first issued by the Corporation (the "Class B
Issue Date"), except that Class B Dividends on Class B Preferred Shares first
issued after the
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Class B Issue Date shall accrue from their dates of issue, and except that, in
either case, Class B Dividends shall accrue and be cumulative from the most
recent Class B Dividend Date to which Class B Dividends have been paid or duly
provided for. Class B Dividends shall be paid to the holders of the Class B
Preferred Shares as their names appear on the share register of the Corporation
on the record date designated by the Board of Directors for the payment of such
Class B Dividends, which record date shall be no more than sixty days prior to
the applicable Class B Dividend Date. Any Class B Dividend payable for a
period of less than a full year shall be computed on the basis of a 360-day
year of twelve 30-day months.
FIFTH: To accomplish the amendment pertaining to the repurchase
of Class B Preferred Shares, Section 5 of Article "FOURTH" of the Certificate
of Incorporation is hereby amended to read in its entirety as follows:
Section 5. Repurchase.
(a) Class B Preferred Shares may be repurchased by the
Corporation, in whole or in part, at the option of the Corporation in
accordance with the provisions of this Section 5.
(b) The Corporation may, at any time on or after March 20, 2001,
request that each holder of Class B Preferred Shares, subject to the terms of
this Section 5, sell to the Corporation for cash any or all of the Class B
Preferred Shares held by such holder (a "Repurchase Offer") at a price per share
equal to $1.00, together with all accrued and unpaid Class B Dividends thereon,
whether or not earned or declared (the "Repurchase Price"); provided, however,
that the Corporation's right to repurchase any Class B Preferred Shares under
this Section 5 shall be subject to any applicable Restrictions; and, provided,
further, that, if at the time of any repurchase, such holder of Class B
Preferred Shares would be required to take any such Class B Dividends as Stock
Dividends in connection with a conversion of such Class B Preferred Shares into
Common Shares, then such holder shall have the same obligation in connection
with a repurchase of such shares.
(c) To exercise its rights under this Section 5, the Corporation
shall deliver written notice of the Repurchase Offer, by first-class mail,
postage prepaid, to the holders on such date (the "Repurchase Notice Date") of
all outstanding Class B Preferred Shares (the "Repurchase Notice"). The
Repurchase Notice shall fix a date (the "Repurchase Date"), not less than 30 nor
more than 60 days after the Repurchase Notice Date, for the repurchase. The
Repurchase Notice also shall (i) state the Repurchase Price applicable thereto
(including the amount of the Class B Dividends to be paid as Stock Dividends for
the Class B Preferred Shares to be repurchased) and the then-current Class B
Conversion Ratio, (ii) notify such holders of the total number of Class B
Preferred Shares to be repurchased from all such holders, (iii) state the place
at which the Class B Preferred Shares to be
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repurchased shall, upon presentation and surrender of the certificates
evidencing such shares, be repurchased (the "Repurchase Location"), and (iv)
show in reasonable detail the calculation of the number of Class B Preferred
Shares to be repurchased from each holder and the applicable Repurchase Price
payable to each holder, taking into account the possible payment of Stock
Dividends. The holders of Class B Preferred Shares shall accept or reject the
Repurchase Offer, in whole and not in part, by delivery of written notice, by
first class mail, postage prepaid, to the Corporation within 15 days of the
Repurchase Notice Date. If the Corporation desires to repurchase less than all
of the Class B Preferred Shares outstanding on the Repurchase Notice Date, then
the Repurchase Offer shall be made ratably among the holders of Class B
Preferred Shares in accordance with the proportion of Class B Preferred Shares
held by each such holder on the Repurchase Notice Date to the total number of
Class B Preferred Shares outstanding on the Repurchase Notice Date. In the
event that the Repurchase Offer is for less than all of the Class B Preferred
Shares outstanding, Class B Preferred Shares of a holder rejecting the
Repurchase Offer shall not be apportioned to holders of Class B Preferred
Shares participating in the Repurchase Offer. On the Repurchase Date, the
Corporation shall, upon presentation and surrender at the Repurchase Location
of the certificates evidencing the shares to be repurchased, pay to each holder
its aggregate Repurchase Price in cash and Common Shares.
(d) If any holder of Class B Preferred Shares has received a
Repurchase Notice and accepted a Repurchase Offer, and the Corporation shall not
default in the payment of the aggregate Repurchase Price therefor, then such
holder shall be entitled to all preferences and relative and other rights
accorded its shares that are being repurchased by this Certificate until and
including the date prior to the Repurchase Date. If the Corporation shall
default in making payment as aforesaid, then each holder shall be entitled to
all preferences and relative and other rights accorded its shares that are being
repurchased by this Certificate until and including the date prior to the date
(the "Final Repurchase Date") when the Corporation makes payment to all such
holders. From and after the Repurchase Date or the Final Repurchase Date, as
the case may be, the shares so repurchased shall no longer be deemed to be
outstanding, and all rights of the holders of such shares shall cease and
terminate with respect to such shares, except the right of the holders of such
shares, upon surrender of the certificates therefor, to receive the amounts to
be paid pursuant to this Section 5.
SIXTH: The foregoing was authorized by the Board of Directors of
the Corporation by a unanimous written consent thereof and by the holders of
all of the outstanding shares of the Corporation's Class B Preferred Shares by
written consent thereof.
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We have hereunto affirmed this Certificate as true under penalties
of perjury this 25th day of November, 1996.
/s/ JON R. HOPPER
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Jon R. Hopper, President
/s/ KIRK A. WALDRON
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Kirk A. Waldron, Secretary
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