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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): June 2, 1997
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THE QUARTZ GROUP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-31068 84-1067075
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File No.) Identification No.)
or organization)
3029 S. HARBOR BLVD., SANTA ANA, CALIFORNIA 92704
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(714) 429-5984
Former Name: BROWN DISC PRODUCTS COMPANY, INC.
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(Former name or former address, if changed since last report)
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THE QUARTZ GROUP, INC.
(formerly named Brown Disc Products Company, Inc.)
ITEM 5. OTHER EVENTS.
CHANGE IN CORPORATE NAME AND TRADING SYMBOL
On June 16, 1997 the Registrant filed articles of amendment to
its articles of incorporation with the Colorado Secretary of State for
the purpose of changing its corporate name from Brown Disc Products
Company, Inc. to THE QUARTZ GROUP, INC. (the "Company" or "Quartz
Group"). In connection with this change, the trading symbol for
shares of the Company's common stock quoted on the NASD's Electronic
Bulletin Board has been changed from "BDPC" to "QGRP". The change in
the Company's corporate name was approved by a vote of stockholders at
the Company's annual stockholders meeting held on June 2, 1997
described below under the caption "Submission of Matters to a Vote of
Security Holders".
DISPOSITION OF DISC DUPLICATION ACCOUNTS
The Company indicated in its last Report on Form 10-QSB (for the
quarter ended March 31, 1997) that as of February 1997, current
management had terminated programs to expand the Company's service
capabilities in software duplication and distribution. As stated in
that Report, the Company's strategic plan under the direction of its
new Chief Executive Officer, David J. Lopes, is to seek the
acquisition of assets or other businesses in the industry of
fabricating and supplying quartz glass products for use in the
manufacture of integrated circuits by the semiconductor industry.
Pursuant to this strategy, the Company announced on June 26, 1997
that it had sold certain portions of its software media disc
duplication business to QRS Software Inc. ("QRS"). The assets sold
included rights to the "Brown Disc" name and rights to customer
accounts for its former disc duplication business. Under an agreement
dated June 12, 1997, QRS agreed to assume responsibility for
fulfillment and shipment of orders to the Company's former media disc
duplication customers and certain other expenses. The Company will
receive $92,500 for the sale of customer accounts from an escrow
established for collection of future billings, from which payment a
25% commission to a former Company employee will be deducted.
Effective with the sale of its disc duplication customer
accounts, the Company has ceased its software media duplication and
distribution business, closed all operations in Colorado, and leased
certain of its disc duplication equipment for QRS for a nominal annual
rental. The Quartz Group, now headquartered in Santa Ana, California,
is focusing its available resources and personnel on the development
of its quartz glass business and sale of quartz glass products.
Initial sales have been obtained, with manufacturing temporarily being
contracted to third parties for the present.
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CHANGE IN DIRECTORS
Harry K. McCreery resigned as a director of the Company on March
5, 1997. This vacancy was filled on April 7, 1997 by the election of
Richard R. Weir as a director of the Company.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1997 annual meeting of the Company's stockholders was held on
June 2, 1997. Matters voted on at the annual meeting included (i) the
annual election of three directors to the Company's Board of
Directors; (ii) a proposal to amend the articles of incorporation to
change the Company's name to "The Quartz Group, Inc.", as discussed
above; and (iii) ratification of the appointment of Stockman Kast
Ryan & Scruggs, P.C. as the independent public accountants for the
Company. The results of voting on matters presented to the annual
stockholders meeting were as follows:
(a) Incumbent directors David J. Lopes, Daryl M. Silversparre and
Richard R. Weir were re-elected as directors of the Company,
each to serve for a term of one year until the next annual
meeting of stockholders and until their successors are elected
and shall qualify.
(b) The proposal to approve an amendment to the articles of
incorporation to change the Company's name to The Quartz Group,
Inc. was adopted and approved by a vote of 3,550,907 shares in
favor, 3,400 shares against and 18,000 shares abstaining.
(c) The proposal to ratify the appointment of Stockman Kast Ryan &
Scruggs, P.C. as the independent public accountants for the
Company was adopted and approved by a vote of 3,561,757 shares
in favor, 4,250 shares against and 6,300 shares abstaining.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS:
The following exhibits are filed with this Report:
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Exhibit
Number Description
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3.6 Articles of Amendment to Registrant's Articles of
Incorporation, as filed with the Secretary of State of
Colorado on June 16, 1997.
10.24 Agreement entitled "Proposal" dated June 12, 1997 between
the Registrant and QRS Software, Inc.
99 Press Release dated June 26, 1997 issued by the Registrant.
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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.
Date: July 29, 1997
THE QUARTZ GROUP, INC.
(Registrant)
By: /s/ David J. Lopes
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David J. Lopes, President
Chief Executive Officer,
Chief Financial Officer
and Chief Accounting Officer
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FILED COPY
19971095373 M
$ 25.00
SECRETARY OF STATE
06-16-97 13:13:11
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
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FIRST: The name of the corporation is BROWN DISC PRODUCTS COMPANY, INC.
SECOND: The following amendment to the Articles of Incorporation was adopted
on June 2, 1997, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
No shares have been issued or Directors Elected - Action by
- --- Incorporators
No shares have been issued but Directors Elected - Action by
- --- Directors
Such amendment was adopted by the board of directors where shares
- --- have been issued and shareholder action was not required.
X Such amendment was adopted by a vote of the shareholders. The number
- --- of shares voted for the amendment was sufficient for approval.
THIRD: If changing corporate name, the new name of the corporation is
THE QUARTZ GROUP, INC.
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FOURTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided
for in the amendment shall be effected, is as follows:
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If these amendments are to have a delayed effective date, please list that
date:
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(Not to exceed ninety (90) days from the date of filing)
Signature /s/ David J. Lopes
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Title President
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PROPOSAL
The following is a proposal for the purchase of Brown Disc's active accounts
and subsidiary data and the use of Brown Disc's name. The data on the active
and inactive customers will include past sales history, artwork and masters on
file. The data shown to QRS indicates that the sales for the past three
months have been averaging approximately $55,000 with a material cost of 48%.
QRS has created this proposal based on this data.
This proposal is structured as an asset purchase. None of Brown Disc's
liabilities are assumed.
QRS will pay The Quartz Group (formerly Brown Disc) a total of $92,500 for the
active accounts subject to the following terms and conditions:
The sale of the accounts will be put in escrow. The close of escrow
will be accomplished as follows: QRS will assume responsibility for the costs
of fulfillment and shipment of the orders for Brown Disc. QRS will send Brown
Disc the packing list and a copy of the shipper. Brown Disc will Invoice the
accounts and collect the money. In order for QRS to track the status of the
program, a copy of the customer invoice will be sent to QRS. Whenever the
agreed upon amount is reached the escrow will close and QRS will have title to
the accounts.
It is estimated that with the current rate of sales, The Quartz Group's
portion would be attained in about six weeks.
1. QRS will assume the payment of Kelly Milliken's 25% commission on
the sale of the accounts. This amount will be deducted from the
$92,500.
2. QRS will assume the debt to the phone company for the Brown Disc
phone line in Colorado, reactivate the phone line if the line
still exists and can be forwarded to QRS. The cost will be
deducted from the $92,500.
3. QRS will be allowed to use the Brown Disc name in answering the
Brown Disc phone lines.
4. A satisfactory agreement must be worked out between Kelly Milliken
and QRS concerning his employment by QRS and the payment of the
commission on the accounts.
5. The equipment used by Brown Disc in Santa Ana will be leased to
QRS for $25.00 per year for three years.
6. QRS will pay for the freight and storage charges on miscellaneous
equipment shipped to our warehouse from your Colorado facility.
7. Upon acceptance of this proposal, QRS will pay to The Quartz
Group, $10,000 and to Kelly Milliken, $5,000 of the total amount
of $92,500, by check.
Subsequently final documents will be prepared.
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/s/ Anthony L. Conti 6/12/97 /s/ David J. Lopes 6/12/97
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Anthony L. Conti Date David Lopes Date
President, QRS Software, Inc. President, The Quartz Group
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THE QUARTZ GROUP SELLS DISC DUPLICATION
SANTA ANA, Calif.--(BUSINESS WIRE)--June 26, 1997-- The Quartz Group
Inc. (F.K.A. Brown Disc Products Company, OTCBB:BDPC), a Silicon Valley based
quartzware manufacturer and fabricator, Thursday announced that it has sold
certain portions of its media disc duplication operations for approximately
$100,000 to QRS Software Inc.
"As a whole, the disc duplication operation no longer fits with our
core business of quartzware manufacturing", stated David J. Lopes, chief
executive officer for the Quartz Group. Based in Santa Ana, the Quartz Group
fabricates a complete line of quartz glass products for use in the chip
manufacturing and semiconductor processing equipment markets.
This transaction effectively ends The Quartz Groups' involvement in
the media disc duplication business and allows us to devote one hundred
percent of our efforts and resources to the quartz manufacturing business.
CONTACT: The Quartz Group
Daryl Silversparre, 818/249-8032
[email protected]
or
VistaQuest Financial Public Relations
Andrew Schamisso, 212/551-7874
[email protected]
