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) April 21,2000
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WESTBURY METALS GROUP, INC.
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(Exact name of registrant as specified in its charter)
New York
(State or Other Jurisdiction of Incorporation)
33-42408-NY 11-3023099
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(Commission File Number) (I.R.S. Employer Identification No.)
750 Shames Drive, Westbury, New York 11590
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(Address of principal executive offices)(Zip Code)
(516) 997-8333
(Registrant's telephone number, including area code)
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ITEM 2. Acquisition or Disposition of Assets
On April 21,2000, the Registrant, through its wholly owned subsidiary,
Reliable - West Tech, Inc., a Delaware corporation ("RWT"), closed the purchase
of certain assets of Southwestern Services, Inc. t/a S.P.M. Corp. ("SPM"), a
Virginia corporation, pursuant to an agreement dated March 31, 2000 (the "Asset
Purchase Agreement") pursuant to which RWT agreed to purchase and SPM agreed to
sell those assets (excluding cash)of SPM which relate to SPM's business in the
manufacture, processing and sale of silver anodes, silver cyanide and potassium
silver cyanide (the "Purchased Assets"). SPM is a manufacturer of silver
semi-fabricated products for the industrial plating industries. RWT will use the
purchased assets to continue the business operations of SPM with respect to the
manufacture, processing and sale of silver anodes, silver cyanide and potassium
silver cyanide.
At the Closing, RWT purchased the Purchased Assets for an aggregate
purchase price of $2,651,878.92 (which included the sum of $1,351,878.92 for the
purchase of those of SPM's accounts receivable which were approved for purchase
by RWT's lender, Sovereign Bank of New England) ("Sovereign"). The purchase
price was paid as follows): Sixty Five Thousand Dollars($65,000) was released
from the escrow account maintained by SPM's attorney ; Two Million Three Hundred
Sixty One Thousand Eight Hundred Seventy Eight Dollars and Ninety Two
Cents($2,361,878.92) was paid at Closing by wire transfer. The balance of Two
Hundred Twenty Five Thousand Dollars ($225,000) was paid by the execution and
delivery of an eight year, eight percent promissory note in the principal amount
of $225,000, providing for monthly installments of interest only for the first
two years and then semi-annual payments of principal and interest to fully
amortize the principal balance of the note over the six year balance of the
term. SPM shall also receive a future payment based upon sales to certain of
SPM's customers in an amount described in the Asset Purchase Agreement. At the
Closing the parties amended the Asset Purchase Agreement to eliminate RWT's
obligation to purchase SPM's metals inventory at the Closing.
At the Closing, RWT entered into a three year employment agreement (the
"Employment Agreement") with Allen O. Woody, III, the President and one of the
principal shareholders of
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SPM. Mr. Woody shall serve as a senior vice president of RWT.
The employment agreement provides for an annual salary of
$50,000, plus commissions based upon sales originated entirely
by Woody to those customers assigned to Woody by RWT. The
amount of the commissions is described in the Employment
Agreement.
ITEM 7. Financial Statements, Pro Forma Exhibits.
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(a) Financial Statements of Businesses Acquired
No financial statements are provided with respect to the
assets acquired since the value of the assets being purchased is less than the
amount which would necessitate inclusion of financial statements with this
report.
(c) Exhibits
1. Amendment to Asset Purchase Agreement dated as
of April 21, 2000.
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.
WESTBURY METALS GROUP, INC.
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(Registrant)
By:
Mark R. Buckley, Chief Financial Officer
DATED: May 5, 2000
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
BETWEEN
SOUTHWESTERN SERVICES, INC., AS SELLER
AND
RELIABLE-WEST TECH, INC., AS PURCHASER
THIS FIRST AMENDMENT (the "Amendment") entered into as of the 21st day
of April, 2000, between SOUTHWESTERN SERVICES, INC., t/a S.P.M. CORP, a
corporation organized under the laws of Virginia ("Seller"), and RELIABLE-WEST
TECH, INC., a Delaware corporation ("Purchaser").
WITNESSETH:
WHEREAS, the parties hereto have entered into that certain Asset
purchase Agreement dated as of March 31, 2000 (the "Agreement"); and
WHEREAS, the parties wish to amend the Agreement as hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants, agreements and warranties herein contained, the parties agree
as follows:
1. Section 1.2 (h) of the Agreement, relating to Purchased Inventory, is hereby
deleted in its entirety.
2. Section 3.1 is hereby modified to provide as follows:
"3.1 Purchase Price. The purchase price for the Purchased Assets shall be equal
to the sum of One Million Three Hundred Thousand Dollars ($1,300,000) ( the
"Base Purchase Price") plus the "Future Sales Amounts", as defined in Section
3.3, plus the face value of the Accounts Receivable."
3. Section 3.3 of the Agreement is hereby modified to provide as follows:
"3.3 Payment of Accounts Receivable. At the Closing, Purchaser shall pay the
face value of the Accounts Receivable in immediately available funds."
4. Except as herein modified, the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties have executed this First Amendment on the date
first above written.
SELLER:
SOUTHWESTERN SERVICES, INC.
By:_______________________________
Its:
PURCHASER:
RELIABLE-WEST TECH, INC.
By:_______________________________
MANDEL SHERMAN
Its: President
