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) December 1, 1997
UNIDYN, CORP.
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(Formerly Macaw Capital, Inc.)
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-31 87-0438639
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7201 E. Camelback Road, Suite 250, Scottsdale, Arizona 85251
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(Address of principal executive offices) (Zip Code)
(602) 970-5500
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Registrant's telephone number, including area code
3098 So. Highland Drive, Suite 460, Salt Lake City, Utah 84106
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(Former address, if changed since last report)
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ITEM 1. Changes in Control of Registrant.
See Item 2.
ITEM 2. Acquisition of Assets.
On December 1, 1997, Macaw Capital, Inc. ("the Company")
concluded a multi-party agreement with the following entities: UniDyn, Inc., a
company organized under the laws of the Bahamas, and Universal Dynamics, Inc.,
an Arizona corporation and subsidiary of UniDyn, Inc. Pursuant to the agreement,
the Company acquired from UniDyn, Inc. (i) 80% of the issued and outstanding
stock of DVCS Ltd., a company organized under the laws of the United Kingdom and
a wholly owned subsidiary of UniDyn, Inc., and (ii) all rights and technology
for a project known as the "Sterling" printed circuit board (PCB) testing
systems. The Company acquired from Univeral Dynamics, Inc., certain of its
assets including equipment, inventory, accounts receivable, software and other
intangible assets.
As consideration for the assets acquired, the Company issued
3,000,000 authorized but unissued shares of its common stock, and a promissory
note in the amount of $2,000,000. Of the 3,000,000 shares issued, UniDyn, Inc.
received 1,822,000 shares, Universal Dynamics, Inc. received 982,000 shares, and
other interested parties received 196,000 shares.
Simultaneously, Krista Nielson and Sasha Belliston, the
directors of the Company, resigned and Terry W. Neild and Ira Gentry were
elected to the Board of Directors of the Company, resulting in effective
control of the Company passing to the new board of directors. No material
relationship existed or now exists, between any former director, officer or
affiliate of either the Company, UniDyn, Inc., Universal Dynamics, Inc. or
DVCS Ltd.
The table below sets forth the percentage of voting securities
of the Company now beneficially owned by controlling shareholders, officers and
directors after an eight-for-one forward split as discussed in ITEM 5 below:
Number of Shares Percent of
Owner Beneficially Owner Voting Securities
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UniDyn, Inc. 14,576,000 45.6%
Universal Dynamics, Inc.* 7,856,000 24.6%
Terry W. Neild 126,000 .4%
All Officers and Directors as a Group 7,982,000 25.0%
*Ira Gentry, President, CEO and Director of the Company, is the current
President and a shareholder of Universal Dynamics, Inc.
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DVSC Ltd. is in the business of remanufacturing electrodynamic
shakers and amplifiers. Shakers are devices used world-wide to provide
environmental testing capabilities to a wide variety of original equipment
manufactures (OEM). They also sell and support vibration control and shaker
systems, while offering full service, training and system installation.
The Sterling PCB testing business involves a technology for
electronic manufacturing inspection systems. These systems will be used for
inspecting freshly assembled printed circuit boards. The Sterling staff is
currently writing a patent application.
Universal Dynamics designs and manufactures vibration control
systems which are sold through multiple OEM customers. These systems are
Microsoft Windows based and are used with electrodynamic shakers.
The Company intends to continue to use and devote the acquired
assets in the same business plan as described above.
ITEM 5. Other Events.
Effective December 3, 1997, pursuant to written action adopted
unanimously by the Board of Directors and a majority of the shareholders, the
Company changed its name to UniDyn, Corp, and approved an eight-for-one forward
stock split on the Company's common stock as follows: Each outstanding share
shall be converted into eight shares. Before the change, the Company was
authorized to issue 100,000,000 shares of $.001 par value common stock; after
the forward stock split the Company shall continue to be authorized to issue
100,000,000 shares of $.001 par value common stock. The number of outstanding
shares of common stock affected by the forward split is 4,000,000. The number of
issued and outstanding shares of common stock of the Company after the forward
stock split is 32,000,000.
ITEM 7. Financial Statements and Exhibits.
It is impracticable to provide required financial statements
concurrently with the filing of this report. The Company expects
to file the financial statements within the required period.
Exhibits:
1Agreement between the Company, UniDyn, Inc. and Universal
Dynamics, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNIDYN, CORP.
(Formerly Macaw Capital, Inc.)
Dated: December 22, 1997 s\Ira Gentry
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By: Ira Gentry, President, CEO and Director
Dated: December 22, 1997 s\Terry Neild
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By: Terry Neild, Director
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EXHIBIT 1
AGREEMENT
THIS AGREEMENT, made and entered into in Las Vegas, Nevada sets forth
the plan of reorganization as of the 25th day of November, 1997, by and between
MACAW CAPITAL, INC., a Nevada corporation, herein called "PURCHASER", and
UNIDYN, INC., a Bahamian corporation and UNIVERSAL DYNAMICS, INC., an Arizona
corporation, hereinafter jointly called "SELLER".
PLAN OF REORGANIZATION
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This plan of reorganization shall be a reorganization within the
meaning of IRC (1987), Section 368(a)(1)(B) as amended. PURCHASER shall acquire
100% of all right, title and ownership in certain assets owned by SELLER in
exchange solely for a part of PURCHASER'S voting common stock. It is understood
and agreed by the parties that the transaction contemplated herein is termed a
"shell transaction" or reverse merger/acquisition, the purpose of which is to
provide a public trading market for the shares of PURCHASER/SELLER once the
acquisition transaction is completed.
AGREEMENT
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In order to consummate the foregoing plan of reorganization and in
consideration of the mutual benefits to be derived therefrom and the mutual
agreements hereinafter contained, PURCHASER and SELLER approve and adopt this
agreement and plan of reorganization effective the closing date of December 1,
1997, and mutually covenant and agree with each other as follows:
SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED
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On the closing date, set herein to be December 1, 1997, PURCHASER shall
issue 3,000,000 shares of PURCHASER'S common stock bearing a restrictive legend.
As of the date hereof, there are issued and outstanding one million (1,000,000)
shares of common stock. It is understood by SELLER that PURCHASER is presently
authorized to issue 100,000,000 shares of common stock.
In exchange for PURCHASER'S stock being issued to SELLER as above
described, SELLER shall on the closing date and contemporaneously with such
issuance of PURCHASER'S common stock deliver to PURCHASER assets of SELLER as
described above.
All negotiations relative to this agreement and the transactions
contemplated hereby have been conducted with the assistance of CAPITAL GENERAL
CORPORATION who is acting as a broker, finder and consultant on behalf of both
PURCHASER and SELLER. Both PURCHASER and SELLER agree to hold harmless and
indemnify CAPITAL GENERAL CORPORATION from any and all claim, demand, cause of
action or suit raised or filed in connection with the operation or promotion of
PURCHASER and/or SELLER and the trading of PURCHASER/SELLER's shares. The
parties agree that Capital General Corporation shall be paid $125,000.00 and
75,000 shares of restricted common stock as consideration for its services in
this negotiating Agreement.
REPRESENTATIONS AND WARRANTIES OF SELLER
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To the best knowledge of the parties, no representation or warranty by
PURCHASER in this agreement, nor any statement, certificate, schedule or exhibit
hereto furnished or to be furnished by or on behalf of SELLER to this agreement,
nor any document or certificate delivered to PURCHASER pursuant to this
agreement or in connection with actions contemplated hereby, contains or shall
contain any untrue statement of material fact or omits or shall omit a material
fact necessary to make the statement contained therein not misleading.
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SELLER/PURCHASER understand and agree that upon the execution and
closing of this agreement, the current officers and directors of PURCHASER,
Krista Nielson and Sasha Belliston, will resign as officers and directors of
PURCHASER and shall cease to be affiliates of PURCHASER.
SELLER understands and agrees that PURCHASER is without substantial
assets or liabilities and with its public shareholders is thus defined herein
as a public "shell" corporation. SELLER understands and agrees that PURCHASER
is a "shell" corporation and makes no claim on any assets owned by PURCHASER
previous to the closing contemplated herein.
There are no legal, administrative or other proceedings, or other
claims, judgments, injunctions or restrictions, either threatened, pending or
outstanding against or involving PURCHASER or SELLER which are known, or which
they have reasonable grounds to know, of any basis for any such proceedings, or
other claims, judgments, injunctions or restrictions, except as in the
Prospectus attached hereto as Exhibit B and made a part of this Agreement or
otherwise disclosed herein. Specifically, a "Complaint and Order Denying
Exemptions and to Cease and Desist in the Matter of Capital General Corporation,
David Rex Yeaman et al. filed by the State of New Jersey in January, 1994. This
matter was resolved as disclosed in the Company's Form 10-Q/A filing with the
SEC dated November 28, 1994. Also, on February 8, 1996, David R. Yeaman,
formerly Secretary/Treasurer and a Director of the Company was charged in the
U.S. District Court for the Eastern District of Pennsylvania with conspiracy,
wire fraud and fraud in the offer, purchase and sale of securities, in violation
of 18 U.S.C.ss. 2, 371 and 1343, 15 U.S.C. ss. 77q(a), 77x, 78j(b) and 78ff, and
17 C.F.R. ss. 240.10b-5 (1986); and, that, on April 16, 1997, Mr. Yeaman was
convicted of one count of conspiracy, five counts of wire fraud and three counts
of securities fraud; and, that while Mr. Yeaman has resigned his affiliation
with PURCHASER, Yeaman Enterprises and Capital General Corporation, it is
contemplated that he will provide assistance as may be necessary for an orderly
transition of their affairs and he may continue to be deemed an affiliate of the
Company by virtue of his familial and historical relationships with the Company,
its shareholders, officers and directors.
However, SELLER acknowledges and represents that he is aware of the
risks of being a public company and understands and agrees that regulatory
efforts regarding public shell transactions similar to the transaction
contemplated herein has been and is currently being exerted by some states, the
U.S. Securities and Exchange Commission and the National Association of
Securities Dealers, Inc. (NASD). PURCHASER agrees to provide any supplemental
information which may be requested by SELLER relating to any matter discussed
herein or in the Prospectus attached hereto as Exhibit B.
PURCHASER/SELLER understands and agrees that once this transaction is
completed, it will be a public company subject to the extensive, complex state,
federal and NASD securities regulations incumbent on public companies. In
particular, the parties understand and agree that a Form 8-K must be filed with
the United States Securities and Exchange Commission within fifteen days after
closing which filing requires that audited financial statements be filed within
sixty days after the filing of the 8-K and that such responsibility shall not be
the responsibility of Capital General Corporation, its officers, directors or
employees nor the existing officers of PURCHASER, but the sole responsibility of
the new officers and directors of PURCHASER.
SELLER acknowledges that they have carefully evaluated their financial
resources and investment position and the risks associated with this transaction
and acknowledges that they are able to bear the economic risks of this
transaction. SELLER further acknowledges that their knowledge and experience in
financial and business matters in general, and investments in particular,
qualifies them as sophisticated investors, and therefore capable of evaluating
the merits and risks of this transaction.
SELLER acknowledges receipt of a copy of the Prospectus dated June 30,
1993, which is attached hereto as Exhibit B and made a part of this Agreement,
setting forth the relevant terms, conditions and disclosures of PURCHASER, as
well as such other information as SELLER deems necessary or appropriate as a
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prudent sophisticated and knowledgeable investor in evaluating the acquisition
of PURCHASER'S shares and making this Agreement. SELLER has carefully read the
Prospectus, including particularly the portion thereof entitled "Risk Factors"
and acknowledges that PURCHASER has made available the opportunity to obtain
additional information to verify the accuracy of the information contained in
the Prospectus and to evaluate the merits and risks of this transaction. SELLER
acknowledges that they have had the opportunity to ask questions of PURCHASER
and CAPITAL GENERAL and have received satisfactory answers from PURCHASER,
CAPITAL GENERAL, or its affiliates, associates or employees concerning the terms
and conditions of this transaction and the information in the Prospectus.
SELLER covenants and warrants that the shares of common stock of
PURCHASER to be received by them pursuant to this agreement are being acquired
for their own account and for investment and not with the present view toward
the sale or distribution in the United States thereof and will not be disposed
of except (i) pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or (ii) another transaction, which, in the
opinion of counsel acceptable to PURCHASER, is exempt from registration under
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. In order to effectuate the
covenants of this paragraph, an appropriate endorsement will be placed on the
certificates for shares of common stock of PURCHASER delivered to SELLER
pursuant to this agreement and stop transfer instructions shall be placed with
the transfer agent for the securities.
SELLER is aware that the shares distributed to him will not have been
registered pursuant to the Securities Act of 1933, as amended; and, therefore,
under current interpretations and applicable rules, particularly Rule 144 and
Regulation S, he will probably have to retain such shares for a period of at
least one (1) year and at the expiration of such one-year period his sale may be
confined to brokerage transactions of limited amounts requiring a notification
filing on Form 144 with the Securities and Exchange Commission and such
disposition may be available only if the PURCHASER is current in his filings
with the Securities and Exchange Commission and SELLER is aware of Rule 144
issued by the Securities and Exchange Commission under the Securities Act of
1933, as amended, and the other limitations imposed thereby on their disposition
of PURCHASER'S shares.
SELLER is aware that there can be no assurance regarding the individual
tax consequences of this transaction, nor can there be any assurance that the
Internal Revenue Code or the regulation promulgated thereunder will not be
amended in such manner as to deprive SELLER of any tax benefit that might
otherwise be received. SELLER is relying upon the advice of their personal tax
advisor with respect to the tax aspects of this transaction.
SELLER acknowledges that it is his responsibility to comply with the
appropriate state and federal securities laws, as well as NASD rules and
regulations, particularly secondary trading requirements. SELLER agrees to list
PURCHASER in either Moody's Investor Services or Standard and Poors, exempting
secondary trading of PURCHASER'S stock in those states providing for such
secondary trading exemption.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
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To the knowledge of the officers of PURCHASER, PURCHASER is not a party
to nor bound by any agreement, deed, lease, power of attorney or other
instrument other than which is herein disclosed. PURCHASER has executed an
Agreement with National Stock Transfer, Inc., a transfer agency company
affiliated with CAPITAL GENERAL CORPORATION. A copy of this agreement is
available for inspection by SELLER.
PURCHASER represents and warrants that it is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Nevada and that the execution and performance of this agreement and the issuance
of stock contemplated hereby have been authorized by the board of directors of
PURCHASER. The shares of PURCHASER'S common stock to be delivered pursuant to
this agreement, when so delivered, will have been duly and validly authorized
and issued by PURCHASER and will be fully-paid and nonassessable.`
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SELLER hereby further acknowledges and agrees that no representations
or warranties have been made by PURCHASER or CAPITAL GENERAL CORPORATION as to
the benefits to be derived by SELLER in completing this transaction. It is
expressly understood and agreed that neither CAPITAL GENERAL CORPORATION nor
PURCHASER or its officers or agents have made any warranty or agreement,
expressed or implied, as to the tax or securities consequences of the
transactions contemplated by this agreement or the tax or securities
consequences of any action pursuant to or growing out of this agreement.
ACTIONS PRIOR TO CLOSING
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SELLER shall duly comply with all applicable laws as may be required
for the valid and effective transfer of property, assets and business
contemplated by this agreement.
The representations and warranties made by PURCHASER in this agreement
or given on its behalf hereunder shall be substantially accurate in all material
respects on and as of the closing date with the same effect as though such
representations and warranties had been made or given on and as of the closing
date.
SELLER shall perform and comply with all its obligations under this
agreement which are to be performed and complied with by it prior to or on the
closing date including the delivery of its documents specified herein.
This Agreement shall have been approved by the boards of directors of
both PURCHASER and SELLER.
LAW GOVERNING
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It is understood and agreed that all communications, negotiations,
meetings, agreements and understandings relative to this Agreement have taken
place in or from the state of Nevada or the state of Washington. NO
communications, offerings, proposals or other forms of negotiations have been
conducted in or from the state of Utah. This agreement may not be modified or
terminated orally, and shall be construed and interpreted according to the laws
of the State of Nevada and enforced in its courts.
Any and all disputes and controversies of every kind and nature between
the parties hereto arising out of or relating to this Agreement relating to the
existence, construction, validity, interpretation or meaning, performance,
non-performance, enforcement, operation, breach, continuance or termination
thereof shall be subject to an arbitration mutually agreeable to the parties or,
in the absence of such mutual agreement, then subject to arbitration in
accordance with the rules of the American Arbitration Association. It is the
intent of the parties hereto and the purpose of this provision to make the
submission to arbitration of any dispute or controversy arising hereunder an
express condition precedent to any legal or equitable action or proceeding of
any nature whatsoever.
ASSIGNMENT, AMENDMENT AND MODIFICATION
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This agreement shall not be assigned by any party without the written
consent of the other. PURCHASER and SELLER may amend, modify and supplement this
agreement in such manner as may be agreed upon by them in writing.
TERMINATION AND ABANDONMENT
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This agreement may be terminated and the transactions provided for by
this agreement may be abandoned without liability on the part of any party to
any other, at any time before the closing date by mutual consent of PURCHASER
and SELLER. In the event of termination and abandonment by any party as herein
provided, written notice shall forthwith be given to the other party, and each
party shall pay its own expenses incident to preparation for the consummation of
this agreement and the transactions contemplated hereunder. In the event that
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this Agreement has not been completed by the closing date or within thirty days
thereafter, this Agreement and the transactions contemplated hereby shall be
deemed to have been abandoned and neither party shall be under any further
obligation to the other. In the event of such termination or abandonment, SELLER
shall forfeit any deposits, payments or other consideration tendered in
connection with the execution of this Agreement, unless otherwise expressly
provided herein.
NOTICES
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All notices, requests, demands and other communications hereunder shall
be deemed to have been duly given, if delivered by hand or mailed, certified or
registered mail with postage prepaid:
(a) If to PURCHASER:
1800 E. Sahara, Suite 107
Las Vegas, Nevada 89104
(b) If to SELLER:
7201 E. Camelback Raod, Suite 250
Scottsdale, Arizona 85251
ENTIRE AGREEMENT
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This instrument embodies the entire agreement between the parties
hereto with respect to the transactions contemplated herein, and there have been
and are no agreements, representations or warranties between the parties other
than those set forth or provided for herein. Any announcements, amendments or
modifications shall be set forth in writing and approved by the parties hereto.
This agreement may be executed simultaneously 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.
FURTHER DOCUMENTS
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PURCHASER and SELLER agree to execute any and all other documents and
to take such other action or corporate proceedings as may be necessary or
desirable to carry out the terms hereof.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed all as of the day and year first above written.
MACAW CAPITAL, INC. ("PURCHASER")
By: s\Krista Nielson
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Krista Nielson, President
UNIDYN, INC. ("SELLER") UNIVERSAL DYNAMICS, INC. ("SELLER")
By: s/Ashley Fredrick By: s/Ira Gentry
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Authorized Representative Authorized Representative
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