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 14, 2000
ATEC Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22710
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(Commission File Number)
13-3673965
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(IRS Employer Identification No.)
69 Mall Drive, Commack, New York 11725
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 543-2800
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Item 1. Changes in Control of Registrant
On October 31, 2000, a Stock Purchase Agreement (the "Purchase
Agreement") between the selling shareholders described below and Applied Digital
Solutions, Inc., a Missouri corporation ("Applied Digital Solutions"), was
executed pursuant to which Applied Digital Solutions agreed to acquire
approximately 16.1% of the issued and outstanding common stock of ATEC Group,
Inc. (the "Registrant"). Under the Purchase Agreement, shares of the
Registrant's common stock will be sold by the following persons and in the
following amounts:
Name Number of Shares Held Percent Ownership
------ ---------------------- -----------------
Surinder Rametra 1,087,640 13.5%
Nirmala Rametra 200,000 2.5%
Surinder Rametra and
Nirmala Rametra as
Joint Tenants in Common 11,000 0.1%
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TOTAL 1,298,640 16.1%
Pursuant to the Purchase Agreement, Surinder Rametra and Nirmala
Rametra delivered to Applied Digital Solutions an irrevocable proxy for all of
their shares in the Registrant. The term of the proxy continues until such time
as the Purchase Agreement is consummated or terminated in accordance with its
terms. All prior proxies given by Mr. Rametra were revoked and no subsequent
proxies shall be given.
In satisfaction of a condition to the execution of the Purchase
Agreement, Surinder Rametra resigned from the Board of Directors of the
Registrant. On October 31, 2000, the following individuals also resigned from
the Board of Directors of the Registrant:
David Reback
George Eagan
Between October 31, 2000 and November 14, 2000, the Registrant's remaining
directors elected the following new directors to fill vacancies then existing on
the board, resulting in a change in control of the Registrant effective on
November 14, 2000:
Richard J. Sullivan
David A. Loppert
Scott Silverman, and
Kristin M. Sickorez
Applied Digital Solutions will acquire the shares listed above pursuant
to the terms of the Purchase Agreement by issuing shares of common stock of
Applied Digital Solutions valued at approximately $9.1 Million to the selling
shareholders listed above.
Additional information with respect to the terms of the Purchase
Agreement is set forth in the Purchase Agreement which is incorporated herein by
reference and attached hereto as Exhibit 2.1.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information
Not applicable.
(c) Exhibits.
2.1 Stock Purchase Agreement by and between Applied Digital
Solutions, Inc. and Surinder Rametra and Nirmala Rametra, dated as of
October 27, 2000.
99 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ATEC GROUP, INC.
(Registrant)
Date: November 28, 2000 /s/ James J. Charles
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James J. Charles
Chief Financial Officer
