UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported) February
28, 1997, June 13, 1996
ENERGY CONSERVATION INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Florida 33-76634 59-3223766
(State of Incorporation) (Commission file No.) (IRS Employer ID No.)
503 Barnes Drive
Brandon, Florida 33511
(Address & zip code of principal executive offices)
(813)-662-9330
(Registrant's phone no. include area code)
Item 2 - Acquisition or Disposition of Assets
Attached you will find as an exhibit to the 8-K/A the
Asset Purchase Agreement and its Assignment from the company
mentioned in the 8-K previously filed on August 29, 1996.
Those assets were purchased on June 13, 1996 from a
corporation (Mor-Lite, Inc.) and a Mr. H. K. McAlpin,
Sr..The selling corporation was not actively doing business
at the time of the purchase and only some assets were
purchased. The Company through its subsidiary Mor-Lite of
North America, Inc. paid a total of $75,000 cash for the
assets listed in the Exhibit A of the Asset Purchase
Agreement. The Company did not assume or purchase any
liabilities, cash or accounts receivable. In addition,
acquisition fees, costs and related expenses of $30,105 were
incurred. The assets purchased were some remaining
inventory which we allocated a value of $31,170, furnishings
and equipment with an allocated value of $42,185, leasehold
improvements of $20,000 and marketing materials of $11,750.
These assets did not make the company fully operational.
The reason historical and proforma financial statements
were not filed is that this was just an asset purchase of
some assets and there was no continuity of business.
Item 7 - Exhibit - 99
ASSET PURCHASE AGREEMENT
THIS AGREEMENT, made as of this 30th day of April,
1996, by and between H.K. McAlpin, Sr., and Mor-Lite, Inc.
(the "Sellers")and Elton R. Guffey (and/or assigns)("Purchaser")
Preliminary Statement
The Sellers are in the business of energy conservation
lighting fabrication (such activities being herein referred
to as the "Business").
The Sellers desire to sell, transfer and assign to the
Purchaser, and the Purchaser desires to acquire certain
assets (hereinafter referred to as the "Assets") of the
Business on the terms and conditions hereinafter set fourth.
NOW THEREFORE, in consideration of the premises and
mutual covenants hereinafter set fourth and for other good
and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
Article I
Purchased Assets
At the Closing (as hereinafter defined), Sellers agree
to and will sell, convey, transfer, assign and deliver to
the Purchaser, free and clear of all liens, claims, charges
and encumbrances, and the Purchaser hereby agrees to
purchase and acquire from the Sellers, certain assets
(hereinafter collectively referred to as the "Assets") of
the Sellers more particularly described as follows:
1. All rights, title and interest of Sellers in the
equipment listed in the attachment hereto entitled Exhibit
A, as well as
2. the intellectual property and part numbers listed in the
attachment hereto entitled Exhibit A; and finally
3. the inventory and materials listed in the attachment
entitled Exhibit A.
(Exhibit A is attached hereto and made part hereof for all
purposes.)
4. Purchaser agrees to assume the lease on the Sellers'
building at 7207A 114th avenue north, Largo, Florida, as
renegotiated by Purchaser with the landlord of said
building. Other than this renegotiated lease, Purchaser is
not assuming any additional liabilities of Sellers.
Article II
Conditions to Closing Purchase Price & Conveyance
This aggregate purchase price for the assets purchased
and acquired pursuant to this Agreement shall be as follows:
1. The sum of $75,000.00 payable to SELLERS, of which
$40,000.00 will be paid to Mr. H.K. McAlpin, Sr. and the
other $35,000.00 will be paid to Mor-Lite, Inc.
2. Assumption of the building lease set fourth in Article I
above.
The sale, conveyance, transfer, assignment and delivery
to Purchaser of the Assets, as herein provided, shall be
effected by bills of sale, endorsements, assignments and
other instruments of transfer and conveyance in proper form
to vest in Purchaser the right, title and interest of
Sellers in and to the Assets. Sellers agree that they will,
at the closing, or at any time or from time to time after
the Closing, upon request, perform or cause to be performed
such acts, and execute, acknowledge and deliver or cause to
be executed, acknowledged and delivered such documents as
may be reasonably required to effectuate the sale,
conveyance, transfer, assignment and delivery to Purchaser
of any of the Assets or for the performance by Sellers of
any of their obligations hereunder.
Article III
Closing
The closing of the transaction contemplated hereby
shall take place on the 28th day of June, 1996 at the office
of Purchaser, or at such other place as the parties hereto
or their counsel agree to in writing.
At the time of closing, Sellers will execute and
deliver to the Purchaser Bills of Sale for the Assets, and
such other instruments as shall be necessary to vest in the
Purchasers good and marketable title to the purchased assets
sold hereunder.
Article IV
Representations of Sellers
The Sellers hereby represent and warrant to and
covenant with the Purchaser that:
The Sellers have full power and authority, and have
obtained all necessary authorization required to sell the
Assets. The Sellers have full legal power and authority to
enter into this Agreement and to carry out the transactions
contemplated hereby. Sellers have taken all action required
by law to authorize the execution and delivery of this
Agreement, to perform their obligations hereunder and to
consummate the transactions contemplated hereby. This
Agreement has been executed and delivered by Purchaser
(assuming the valid authorization and execution and delivery
of this Agreement by Purchaser) is a valid and binding
agreement of Sellers enforceable in accordance with its
terms.
Sellers have no undisclosed liens or obligations of any
nature (absolute, accrued, contingent, or otherwise), and
whether due or to become due, in regard to the Assets, which
are not fully reflected in this Agreement.
As of the Closing Date on or about May 1st, 1996,
Sellers have not incurred any liabilities or obligations
(absolute, accrued, contingent, or otherwise, whether due or
to become due) in regard to the assets which shall not have
been discharged by the Closing Date, nor permitted or
allowed any of their property or assets (personal or
intangible) to be subjected to any mortgage, lien pledge,
charge, security interest, claim, option, or other
encumbrance of any nature which would preclude Sellers from
transferring unencumbered beneficial interest to Purchasers;
and have operated the business in the ordinary course and
have made no purchases or contracts outside the ordinary
course of business.
Sellers have good, valid and marketable title to all
such Assets, free and clear of all title defects or
objections, judgments, pledges, liens, claims, charges,
security interests (UCC or otherwise) or other encumbrances
of any nature whatsoever including, without limitation,
leases, tax liens, conditional sales contracts, collateral
security arrangements, and other title or interest retention
arrangements.
There are no lawsuits, actions or claims, and no
investigations by any governmental body, and no legal,
administrative or arbitration proceedings pending against
any of the assets, or so far as is known to Sellers
threatened against the assets.
Article V
Indemnification
Other than the obligations assumed by the Purchaser as
set forth in Article II, the Purchaser shall not assume or
have any obligations with respect to, and the Sellers shall
indemnify and hold the Purchaser harmless from and against
all liabilities or obligations of any kind or nature of the
Sellers whenever asserted. Sellers specifically acknowledge
that, in entering into this Asset Purchase Agreement,
Purchaser has relied only on the contents of this Agreement
and has not relied upon any oral representation made by
anyone. Any modification to this Agreement must be in
writing and signed by both the Sellers and the Purchaser.
Sellers covenant and agree to and shall defend and
indemnify Purchaser and shall hold him harmless against and
with respect to any "Loss" which, for purposes of this
Agreement, shall include any and all costs, losses,
liabilities, damages, judgments, lawsuits, claims and
expenses (whether or not arising out of the third party
claims), including without limitation interest, penalties,
and reasonable attorney's fees incurred in connection with
or arising out of or resulting from or incident to:
Misrepresentation - Any misrepresentation by
Sellers or any of their representatives set forth in this
Agreement or any Exhibit hereto, irrespective of any
investigation or lack thereof on the part of Purchaser;
provided, however, that entitlement to indemnification
pursuant to this paragraph shall be conditioned upon claims
in respect thereof being submitted, if at all, by Purchaser
or Sellers within two (2) years from and after the Closing
Date; and provided further, that the right to indemnity in
respect of matters provided for in this paragraph shall not
be barred on the basis that the amount of the claim has not
been asserted, ascertained, liquidated or reduced to final
judgment on or before the expiration of the aforesaid period
so long as the claim has been identified or asserted on or
before such expiration; and
Breach of Covenant or Agreement - Any breach or
nonfulfillment by Sellers of any of their covenants,
agreements, or other obligations set forth in this Agreement
or any Schedule or Exhibit hereto.
Article VI
Costs and Expenses
All costs and expenses incurred in conducting the
purchase and sale described in this Contract shall be borne
by the party incurring such costs or expenses.
Article VII
Florida Law
This Agreement and the legal relations among the
parties hereto shall be governed by and construed in
accordance with the laws of the State of Florida.
Article VIII
Amendment & Modification
This Agreement may be amended, modified or supplemented
only in writing executed by each of the parties hereto.
Article IX
Counterparts
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.
Article X
Entire Agreement
This Agreement, including the Exhibits hereto and the
other documents delivered pursuant to the terms hereof, set
forth the entire agreement and understanding of the parties
hereto in respect of the subject matter contained herein,
and supersede and cancel all prior arrangements, promises,
covenants, arrangements, communications, representations, or
warranties, whether oral or written, by any representative
of any party hereto.
Article XI
Severability
In the event that any provision or any portion of any
provision of this Agreement shall be held invalid, illegal
or unenforceable under applicable law, the remainder of this
Agreement shall remain valid and enforceable, unless such
invalidity, illegality or unenforceability substantially
diminishes the rights and obligations, taken as a whole, of
either party hereunder.
Article XII
No Assignment
This Contract shall be binding on and shall inure to
the benefit of the heirs, executors, administrators,
successors, and assigns of the parties; however, nothing
contained in this Paragraph shall be construed as a consent
to any assignment of this Contract be either Purchaser or
Sellers.
DATED THIS 30th day of April, 1996.
PURCHASER:
/s/ Elton R. Guffey
Elton R. Guffey
SELLERS:
/s/ H. Ken McAlpin
H. Ken McAlpin
EXHIBIT A
OFFICE EQUIPMENT:
Capital improvement on offices
Secretarial desk with return
Credenza
3 6' tables
1 8' table
1 bookcase
1 Compaq computer w/monitor and laser printer
1 desk no return
Conference table with eight chairs
Full wall modular bookcase with pull down screen
Xerox copier with auto document feeder (assume lease)
Telephone system including 10 phones installed and operating
Leather executive chair
BUSINESS PAPERWORK AND INTELLECTUAL PROPERTY:
Reflector designs and full-scale drawings
Brochures
Rights and contracts to governmental part numbers, including
GSA catalogs and DGSC stock numbers.
1 year previous accounts payable records
INVENTORY AND MANUFACTURING ITEMS:
Capital improvements in electrical distribution and
warehouse facilities
2000 adjustable silver reflector kits
All shipping boxes and containers (as recognized by both
Seller and Purchaser)
All miscellaneous packaging material (i.e., wrapping
material and box braces)
Pallet jack
Industrial staple machine
Industrial banding machine
3 industrial fans (2 w/stands)
5 steel racks
4 steel tables
2 industrial laminators, with roller tables for each
All miscellaneous light fixtures, including 2x4, 2x2, 1x4
strip.
All miscellaneous steel and aluminum sheets, both cut and
uncut.
Item - 7 Exhibit - 99.1
ASSIGNMENT of ASSET PURCHASE AGREEMENT
WE, H.K. McAplin, Sr. and Elton R. Guffey, parties to
an Asset Purchase Agreement dated April 30, 1996, do hereby
agree to assign all of the contract rights sold, conveyed,
transferred, assigned, delivered and otherwise granted and
acquired by us and Mor-Lite, Inc. under said Asset Purchase
Agreement to Mor-Lite of North America, Inc. a subsidiary of
Vision Marketing Group, Inc.. In witness whereof, we have
hereunto affixed our hands and signatures this thirteenth
day of June, 1996.
/s/ H. Ken McAlpin /s/ Elton R. Guffey
H. Ken McAlpin, Sr. Elton R. Guffey
/s/ H. Ken McAlpin
H. Ken McAlpin, Sr. for Mor-Lite, Inc.
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.
ENERGY CONSERVATION INTERNATIONAL, INC.
DATED: February 28, 1997
BY: /s/ Jose A. Alvarez, CPA_______________________
Jose A. Alvarez, CPA
President, Chief Executive Officer, Chief Financial Officer
