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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 18, 1996
FORTE COMPUTER EASY, INC.
(Exact name of registrant as specified in its charter)
Utah 0-25634 87-0365268
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1350 Albert Street, Youngstown, Ohio 44505
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 746-3311
Not applicable.
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 25, 1996, Forte Computer Easy, Inc., a Utah corporation
("Forte" or the "Company"), entered into an Agreement and Plan of Reorganization
(the "Agreement") with AAP Holdings, Inc., a Delaware corporation ("AAPH"). The
closing of the transactions contemplated by the Agreement occurred on December
18, 1996. Pursuant to the Agreement, Forte acquired all of the issued and
outstanding shares of capital stock of American Architectural Products, Inc., a
Delaware corporation ("AAP"), in exchange for 1,000,000 shares of the Series A
Convertible Preferred Stock of Forte (the "Series A Preferred"). The Series A
Preferred is convertible into 75,747,799.5 shares of the common stock, $.01 par
value, of Forte, which is equal to sixty percent (60%) of the issued and
outstanding shares of common stock of Forte on the closing date of the
transaction (assuming that all shares of Series A Preferred and certain other
shares which Forte has previously agreed to issue are issued and outstanding on
the closing date). In addition, Forte issued to AAPH options to purchase up to
8,798,322 shares of Forte common stock, which is equal to 1.5 times the number
of shares of Forte common stock subject to options previously issued by Forte
which were outstanding on the closing date. The options issued to AAPH will be
identical in price and exercise terms to the previously outstanding options.
The Series A Preferred is voting preferred stock and AAPH has the
right to vote together with the holders of the Forte common stock as a single
class on all matters submitted to a vote of the shareholders of Forte, with each
share of Series A Preferred having the same number of votes as the number of
shares of Forte common stock into which such share of Series A Preferred could
be convertible if converted in full on the record date for such shareholder
vote.
Also, pursuant to the Agreement, Forte delivered to AAPH an
irrevocable proxy (the "Amedia Proxy") from Frank J. Amedia (who was the
majority stockholder of Forte immediately prior to the closing date) ("Amedia").
The Amedia Proxy, which expires on December 31, 1997, grants AAPH the proxy to
vote all shares of Forte common stock held by Mr. Amedia (29,006,499 of such
shares of September 30, 1996) in favor of:
A. A reincorporation of Forte in Delaware pursuant to a change of
domicile merger (the "Reincorporation"), in which the following
terms, among others, would apply:
1. The surviving corporation would be a Delaware corporation;
2. The Certificate of Incorporation and Bylaws of the new
Delaware corporation would be the Certificate of
Incorporation and Bylaws of the surviving corporation;
3. The directors and officers of Forte would be the directors
and officers of the surviving corporation;
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4. The authorized capital of the surviving corporation would
consist of 50 million common shares and 20 million
preferred shares, with the preferred shares issuable in
series as designated by the board of directors;
5. Each outstanding share of common stock of Forte would be
converted into one-tenth (1/10th) of a share of common
stock of the surviving corporation;
6. The name of the surviving corporation would be "American
Architectural Products Corporation."
B. Any matters submitted to the stockholders of Forte relating to
the repayment of amounts owing by AAPH to MascoTech, Inc. under
certain Promissory Notes dated August 29, 1996 in the original
aggregate principal amount of $8,000,000 (the "MascoTech
Promissory Notes") in accordance with the terms of the MascoTech
Promissory Notes as in effect on the date of the Agreement (the
"MascoTech Matter"); and
C. As determined by AAPH in its sole discretion, as to any matters
submitted to a vote of the stockholders of Forte as to which the
shares of Series A Preferred are not permitted to vote in
accordance with their terms but would have been permitted to
vote had such shares of Series A Preferred been converted into
Forte common stock in accordance with their terms prior to the
record date for such vote.
The granting of the Amedia Proxy may cause AAPH and Amedia to
constitute a "group" within the meaning of Rule 13d-5(b)(1). For information
regarding Amedia and his beneficial ownership of Forte stock, see Forte's Form
10SB/A filed November 22, 1996.
Pursuant to the Agreement, AAPH agreed that it will vote all shares of
Series A Preferred, and any shares of Forte common stock and proxies held by
AAPH, in favor of the Reincorporation.
On December 19, 1996, Forte held a special meeting of its board of
directors for certain purposes, including, but not limited to, (i) accepting the
resignations of all directors of (except Amedia, Charles E. Trebilcock and John
Masternick), and (ii) expanding the board from six to eight members and
appointing five new members of the board of directors and two new officers of
Forte, resulting in a change in the majority of the board of directors of Forte.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In connection with the transaction which is the subject of the
Agreement, Forte acquired all of the issued and outstanding common stock of AAP.
See the description of such transaction set forth under Item 1 above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Pursuant to Item 7(a)(4) of Form 8-K, financial statements of AAP, and
any required pro forma financial information, will be filed pursuant to an
amendment to this Form 8-K as soon as practicable (but not later than 60 days
following the date on which this report was required to have been filed).
The Agreement was previously filed as Exhibit 1 to the Registrant's
Current Report on Form 8-K dated October 25, 1996 (which is incorporated herein
by reference).
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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.
FORTE COMPUTER EASY, INC.
Date: December 31, 1996 By /s/ Frank J. Amedia
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Frank J. Amedia
President
