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) August 27, 1996
DYNAMIC ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-03 87-0473323
(State or other jurisdiction of (Commission (IRS Employer Identification
incorporation File Number) Number)
7373 NORTH SCOTTSDALE ROAD
SUITE B150
SCOTTSDALE, ARIZONA 85253
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 483-8700
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Item 1. Changes in Control of Registrant.
NONE
Item 2. Acquisition or Disposition of Assets
On August 27, 1996 an Agreement dated August 1, 1996 (the Agreement) was signed
by Jan Wallace, President of Dynamic Associates, Inc. (Dynamic), providing for
the acquisition of Genesis Health Management Corporation, a Louisiana
corporation (Genesis). The parties to the Agreement are: Dynamic Associates
Inc., Genesis Health Management Corporation, Vickie T. Lucky, J.T. Simmons,
Claudine Blondeau, Mary R. Roberts and William H. Means, all the shareholders of
Genesis, and W.A. Lucky, III, Harry Moll and Jan Wallace as Warrantors. This
Agreement provides for the creation of a new corporation (Newco), of which
Dynamic will be the owner of all the issued and outstanding shares and which
will be merged with Genesis, under the Agreement and Plan of Merger (Merger).
It is contemplated that Dynamic will acquire Genesis by way of the merger of
Genesis and Newco in which the shareholders of Genesis will receive cash and
common stock in Dynamic in exchange of the Genesis shares. The parties to the
Agreement and Merger intend that the stock portion of the transaction qualify as
a tax-free reorganization for the shareholders of Genesis and that it qualify as
a statutory merger within the meaning of IRS Code ss. 368(a)(1)(A) or a forward
triangular merger within the meaning of IRS Code ss.ss. 368(a)(1)(A) and
368(a)(2)(D).
Under the Agreement the close date for the transaction is November 1, 1996 or if
extended December 2, 1996 (Closing). The extensions shall be at the option of
Dynamic and notice of the extension must be received by counsel to Genesis
Shareholders' on or before October 25, 1996. If the extension is sought Dynamic
shall be required to pay at that time one hundred thousand dollars ($100,000) to
Genesis Shareholders' Counsel as a portion of the $500,000 deposit (Deposit) to
be made to the attorney for Genesis upon the execution of the Agreement. This
deposit will be credited against the cash portion of payment. On the date of the
Closing the Genesis Shares will be exchanged for a cash payment of fifteen
million dollars ($15,000,000) plus a sum equal to fifty percent (50%) of the
taxable income, as of the Closing and three million (3,000,0000) shares of the
common stock of Dynamic. If at the time of transfer to Genesis of the Dynamic
Shares the fair market value of the shares does not constitute more than forty
percent (40%) of the total consideration (including cash and stock) then
additional shares shall be transferred to cause the fair market value of the
Dynamic Shares to constitute 40% of the total consideration.
The parties to the agreement plan on keeping Newco as a separate and independent
operation after closing and the existing management, employees and consultants
of Genesis and Genesis's current business practices and procedures shall be
retained by Newco, to the extent reasonably possible. Dynamic agrees to retain
William H. Means, President and CEO, J.T. Simmons, Senior Vice President for
Operations and Michael Asbury, Financial Reimbursement Specialist as employees
of Newco for a period of not less than two years. Dynamic will also retain the
services of W.A. Lucky, III, as an independent marketing consultant and to
maintain the headquarters of the corporation in Bossier City, Louisiana.
Dynamic will issue immediately a private offering of convertible debt in
reliance on Regulation S of the Securities Act of 1933, regulating the sale of
securities outside the United States without
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registration to non "US persons" as that term is defined in Rule 902(o). No
prior relationship existed between Dynamic and the sellers of the assets.
Genesis Health Management Corporation is a Louisiana Company which has
established healthcare to the elderly specializing in Gero-psych. Genesis has
developed a program which it has operated in various hospitals for the past
three years to provide the psychiatric diagnosis and at the same time treat the
secondary medical problems of the elderly. This will integrate with Dynamic,
Microthermia and P&H Technologies in providing services to clients of advanced
years.
Item 3. Bankruptcy or Receivership
NONE
Item 4. Changes in Registrant's Certifying Accountant
NONE
Item 5. Other events
NONE
Item 6. Resignations of Registrant's Directors
NONE
Item 7. Financial Statements and Exhibits.
Information is provided as detailed in Item 601 of Regulation S-B and is
incorporated by reference from previously filed Form 10-QSB, June 30, 1996.
Exhibit Number Description
A. Acquisition Agreement, effective August 27, 1996 will be
filed under cover of Form 8-K/A within the required time
period.
B. Agreement and Plan of Merger will be filed under cover of
Form 8-K/A within the required time period.
Item 8. Change in Fiscal Year.
NONE
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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 hereunto duly authorized.
(Registrant) DYNAMIC ASSOCIATES, INC.
/s/ Logan B. Anderson
Logan B. Anderson
Secretary/Treasurer
Date September 11, 1996
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