<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 1999
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-28238 54-1521616
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(State or other Commission file number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
22570 Markey Court, Dulles, Virginia 20166-6901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 444-7931
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(Former name or former address, if changed since last report)
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ITEM 2: ACQUISITION OF ASSETS
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On April 23, 1999 Guardian Technologies International, Inc. (the
"Company") acquired securities representing the right to acquire up to 55%
of the outstanding shares of Structural Holdings, Inc., a Delaware holding
company ("Structural"). Concurrently with that transaction, Structural
acquired 100% of the outstanding shares of Common Stock of H & M Steel,
Inc.
On August 12, 1999, Guardian entered into a Stock Purchase Agreement
pursuant to which it sold 5.0% of its outstanding shares of Structural to
Structural's other shareholder. As a result, Guardian was deemed to have
relinquished effective control of Structural. As such, the Company has
reported its investment in Structural under the equity method of
accounting.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
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(a) Pro Forma Financial Information
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Pursuant to Item 7(b) and Item 7(a)(4), the Registrant files
herewith the amended and restated unaudited pro forma consolidated
financial information:
Pro Forma Condensed Financial Information (Unaudited)
Pro Forma Condensed Balance Sheet (Unaudited) as of December 31,
1998
Pro Forma Condensed Statement of Operations (Unaudited) for the
year ended December 31, 1998
Notes to Pro Forma Combined Condensed Financial Information
(b) Exhibits
--------
1.0 Stock Purchase Agreement dated August 12, 1999
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GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
PRO FORMA CONDENSED FINANCIAL INFORMATION
(UNAUDITED)
On April 23, 1999 Guardian Technologies International, Inc. (the
"Company") acquired securities representing the right to acquire up to 55%
of the outstanding shares of Structural Holdings, Inc., a Delaware holding
company ("Structural"). Concurrently with that transaction, Structural
acquired 100% of the outstanding shares of Common Stock of H & M Steel,
Inc. Structural has no operations and was formed specifically to purchase
the shares of H&M.
On August 12, 1999, Guardian sold 5% of it's outstanding shares of
Structural to Structural's other shareholder. Based on the composition of
management, the directors and shareholders, Guardian was deemed to
relinquish effective control of Structural. As such, Guardian has recorded
its investment in Structural under the equity method of accounting.
To provide cash for this acquisition, Guardian sold its land and
building. In conjunction with the sale, the related mortgage was assumed.
The accompanying pro forma balance sheet reflects Guardian's 50%
investment interest in H&M and the sale of the land and building as if the
transaction had occurred on December 31, 1998.
The accompanying pro forma statement of operations reflects Guardian's
50% investment interest in H&M and the sale of the land and building as if
the transactions had occurred as of the beginning of the period.
These statements are not necessarily indicative of future operations
or the actual results that would have occurred had the transaction been
consummated at the beginning of the period indicated.
The pro forma combined financial statements should be read in
conjunction with the historical financial statements and notes of Guardian
and H&M.
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<TABLE>
<CAPTION>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
PRO FORMA CONDENSED BALANCE SHEET
(UNAUDITED)
GUARDIAN
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December 31, PRO FORMA PRO FORMA
1998 ADJUSTMENTS ADJUSTED
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS
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CURRENT ASSETS:
Cash and cash equivalents $585,937 $(850,000)(a)$
- 883,000 (b) 618,937
Trade accounts receivable 193,718 - 193,718
Current notes receivable 400,000 - 400,000
Inventories 180,786 - 180,786
Prepaid expenses or other 170,193 - 170,193
--------- ----------- --------
Total current assets 1,530,634 33,000 1,563,634
PROPERTY, PLANT AND EQUIPMENT, net 2,711,035 (2,640,000)(b) 71,035
INVESTMENT IN STRUCTURAL - 850,000(a) 850,000
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TOTAL ASSETS $4,241,669 $(1,757,000) $2,484,669
============ ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES $286,880 $ (80,947)(b)$205,933
LONG-TERM DEBT 1,823,256 (1,823,256)(b) -
SHAREHOLDERS' EQUITY 2,131,533 147,203(b)2,278,736
---------- ------------ ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $4,241,669 $(1,757,000) $2,484,669
========== =========== ==========
</TABLE>
See accompanying notes.
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<TABLE>
<CAPTION>
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
GUARDIAN
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December 31, PRO FORMA PRO FORMA
1998 ADJUSTED ADJUSTED
------------ --------- ---------
<S> <C> <C> <C>
NET REVENUES $1,656,649 $ - $1,656,649
COST OF SALES 1,377,977 86,000 (d)1,463,977
----------- ---------- ----------
GROSS PROFIT 278,672 86,000 192,672
OPERATING EXPENSES 697,856 7,000(d) 704,856
OPERATING INCOME (LOSS) (419,184) (93,000) (512,184)
OTHER INCOME (EXPENSE):
Interest income (expense), net (100,717) 115,000(d) 14,283
Equity in income of H&M - 672,376(c) 672,376
Other 72,646 (191,000)(d) (118,354)
---------- ---------- ---------
Total other income (expense) (28,071) 596,376 568,305
---------- ---------- --------
NET INCOME (LOSS) $(447,255) $503,376 $56,121
========== ========== ========
PRO FORMA NET INCOME (LOSS)
PER SHARE, Basic and Dilutive $ (.40) $ .05
========== ========
PRO FORMA WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING,
Basic and Dilutive 1,120,310 1,120,310
========== ==========
</TABLE>
See accompanying notes.
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GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(a) To record Guardian's purchase of it's 50% interest in Structural's
common stock for $850,000, net of resale to the other shareholder of
$85,000, or a 5% interest. In conjunction with the purchase of H&M
by Structural, additional borrowings of $3,300,000 were incurred.
(b) To record Guardian's sale of its land and building to fund the
purchase of its interest in Structural and pay down the existing
mortgage on its land and building.
(c) To record Guardian's 50% interest in H&M's pro forma adjusted net
income for the year ended February 28, 1999, as follows:
H&M net loss before pro forma adjustments $ (516,778)
Reduction and renegotiation of executive compensation
agreements, which includes a reduction of approximately
$4,280,000 to prior owner offset by an increase of
approximately $300,000 to current management. 3,977,715
Additional corporate overhead expenses resulting
from public reporting and bank requirements (100,000)
Additional depreciation and amortization of fixed
assets, goodwill (15 year life) and covenant not to
compete (4 year life) (353,748)
Additional interest expense related to acquisition
debt and amortization of deferred financing costs (384,438)
Additional income tax provision (1,278,000)
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H&M's net income after pro forma adjustments 1,344,751
Guardian's equity interest in H&M's pro forma net income x 50%
-----------
Guardian's equity in income of H&M $ 672,376
(d) To record the reduction of interest expense, depreciation and rental
income and increase in rent expense resulting from the sale of
Guardian's land and building.
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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 hereunto duly authorized.
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
Date: August 18, 1999 By: /s/ J. Andrew Moorer
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J. Andrew Moorer, President
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into
effective as of the 12th day of August, 1999, by and between TAIM
INVESTMENT COMPANY ("Buyer"), and GUARDIAN TECHNOLOGIES INTERNATIONAL,
INC., a Delaware corporation ("Seller").
WHEREAS, Seller owns 500 shares of the issued and outstanding shares
of the Common Stock (the "Common Stock" or "Shares") of Structural
Holdings, Inc., a Delaware corporation (the "Company" or "Structural").
NOW, THEREFORE, in consideration of the premises, the mutual benefits
to be derived from this Agreement and the representations, warranties, and
covenants contained hereinafter, Buyer and Sellers hereby agree as follows:
1. Purchase and Sale of Shares. Subject to the terms and conditions
herein stated, Seller shall sell, assign, transfer and deliver to Buyer on
the Closing Date (as hereinafter defined), and Buyer shall purchase and
acquire from Seller on the Closing Date, 500 shares of the Common Stock of
the Company (the "Shares"). The purchase price to be paid by Buyer to
Seller on the Closing Date for the Shares is the sum of $85,000.00, to be
paid as provided for herein.
2. Payment of Purchase Price. The Purchase Price payable by Buyer
to Seller shall be evidenced by Buyer's Promissory Note (the "Promissory
Note") payable to the order of Seller in the principal amount of $85,000
which shall be payable, together with interest at the rate of 7.75% per
annum, on December 31, 1999 (the "Maturity Date"), at which time the entire
outstanding principal balance together with all accrued and unpaid interest
shall be due and payable. The obligation of Buyer to pay all sums due
under the Promissory Note shall be secured by a Stock Pledge Agreement
covering all 500 of the Shares of Common Stock covered by this Agreement.
The Stock Pledge Agreement shall be in the form of Exhibit 2.1 to this
Agreement.
3. The Closing and Effective Date. The closing of the purchase and
sale of the Shares shall take place on August 12, 1999 or at such later
date which is mutually agreed upon by the parties hereto (the "Closing
Date"). The Effective Date of the transaction shall for all purposes be
deemed August 12, 1999 (the "Effective Date").
4. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer as follows:
(a) The execution and the delivery of this Agreement and the
consummation of the transactions contemplated hereby by Seller do not
conflict with or result in a breach or violation of, or default under (or
an event that, with notice or lapse of time, or both, would constitute a
default), any of the terms, provisions or conditions of the Articles of
Incorporation or By-Laws of the Company, or any material agreement or
instrument to which Seller is a party or by which Seller is bound.
(b) This Agreement has been duly authorized by all necessary
corporate action on behalf of Seller and has been duly executed and
delivered by authorized officers of Seller and is a valid and binding
agreement on the part of the Seller that is enforceable against the Seller
in accordance with its terms, except as the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and
to judicial limitations on the enforcement of the remedy of specific
performance and other equitable remedies.
(c) Seller owns the Shares, both beneficially and of record,
subject to no liens, encumbrances or rights of others, and has the right to
transfer to Buyer the entire right, title and interest in and to the
Shares. The Shares are validly issued and nonassessable.
(d) Seller is not a party to any voting trust or voting
agreement, stockholder's agreement, pledge agreement, buy-sell agreement,
or first refusal agreement relative to the Shares.
5. Representation and Warranties of Buyer. Buyer hereby represents
and warrants to Seller as follows:
(a) Buyer is acquiring the Shares for Buyer's own account for
the purpose of investment and not with a view to, or for sale in connection
with, any distribution of such Shares, nor with any present intention of
distributing or selling such Shares, except insofar as such Shares are
included in a public offering registered pursuant to the Securities Act of
1933 (as amended) or the disposition thereof is exempt from such
registration. Buyer understands that the Shares have not been registered
under federal or state securities laws and that such Shares are being
offered and sold to Buyer pursuant to a claimed exemption from the
registration requirements of such laws.
(b) Buyer has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risk of its
purchase of the Shares and has the ability to bear the economic risk of the
purchase of the Shares. Buyer has had access to such information
concerning the Company, which the Company has made available to Buyer, and
has had the opportunity to ask questions of, and receive answers from,
officials of the Company concerning the business, operations, financial
condition, assets, liabilities and other matters pertaining to the Company.
(c) Buyer understands that the Shares being acquired by its
hereunder may not be sold, transferred or otherwise disposed of without
registration under the Securities Act of 1933 (as amended) or pursuant to
an exemption therefrom, in which case, the Company may require that it be
furnished with an opinion of counsel for Buyer reasonably satisfactory to
the Company that such registration is not required, or Buyer may present to
the Company a letter from the Securities and Exchange Commission to the
effect that, in the event the Shares are transferred by Buyer without
registration, the Commission or the staff thereof will not recommend any
action. Buyer consents that any transfer agent of the Company may be
instructed not to transfer any of such stock unless it receives
satisfactory evidence of compliance with the foregoing provisions.
6. Agreements of Buyer.
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(a) Buyer agrees with Seller that in entering into this
transaction with Seller and buying the Shares from Seller, Buyer is not
relying upon any statement by Seller about the Company or its stock or the
value thereof, nor is Buyer relying upon Seller as a source of information
pertaining to the Company or its stock or the value thereof.
7. Agreements of Seller. Seller agrees with Buyer that in entering
into this transaction with Buyer and selling the Shares to Buyer, Seller is
not relying upon any statement by Buyer about the Company or its stock or
the value thereof, nor is Seller relying upon Buyer as a source of
information pertaining to the Company or its stock or the value thereof.
8. Payment of Expenses. Each party will be liable for its own costs
and expenses incurred in connection with the negotiation, preparation,
execution or performance of this Agreement, including without limitation,
any legal, accounting, and other professional fees and expenses.
9. Attorney's Fees for Claims. In the event that a claim is brought
by one party hereto against the other party hereto for breach of any
provision hereof or otherwise arising out of the transaction to which this
Agreement relates, the prevailing party shall be entitled to payment or
reimbursement of the expenses incurred by it in connection with the
litigation or the portion thereof as to which it prevails, including but
not limited to, attorneys' fees and costs.
10. Waiver. Any of the terms or conditions of this Agreement may be
waived at any time and from time to time in writing by the party entitled
to the benefits thereof without affecting any other terms or conditions of
this Agreement. The waiver by any party hereto of any condition or breach
of any provision of this Agreement shall not operate as a waiver of any
other condition or other or subsequent breach.
11. Amendment. This Agreement may be amended or modified only by a
written instrument executed by the parties hereto.
12. Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties in respect of the transactions
contemplated hereby and supersedes all prior agreements, arrangements and
understandings, oral or written, relating to the subject matter hereof. No
representation, promise, inducement or statement of intention has been made
by either party which is not embodied in this Agreement and n party shall
be bound by or liable for any alleged representation, promise, inducement
or statement of intention not so set forth.
13. Survival of Representations, Warranties and Agreements. All
representations and warranties contained in this Agreement shall survive
the consummation of the transaction contemplated hereby for a period of two
years immediately following the Closing Date. All agreements and covenants
contained in this Agreement not fully performed as of the Closing Date
shall survive the Closing Date and continue thereafter until fully
performed or until the time for further performance has expired.
14. Severability. In case any provision in this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
15. Third Party Beneficiaries. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any person other than the parties hereto.
16. Fax/Counterparts. This Agreement may be executed by telex,
telecopy or other facsimile transmission, and may be executed in
counterparts, each of which shall be deemed an original, but all of which
shall together constitute one agreement.
17. Litigation. Any litigation commenced which is based in whole or
in part upon claims under or in connection with this Agreement or the
transaction contemplated hereby shall be brought in a court of competent
jurisdiction (state or federal) in the United States of America.
18. General. This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado; may not be transferred
or assigned by any party hereto, other than by operation of law, and shall
inure to the benefit of and be binding upon Buyer and Seller and their
respective successors and assigns; and may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The section
headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date and year first above written.
TAIM INVESTMENT COMPANY
By:
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David R. Payne, Managing Member
GUARDIAN TECHNOLOGIES INTERNATIONAL,
INC., a Delaware corporation,
By:
--------------------------------
J. Andrew Moorer, President
