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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 3, 1999
R-B RUBBER PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
OREGON 0-25974 93-0967413
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
904 E. 10TH AVENUE
MCMINNVILLE, OREGON 97128
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 472-4691
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ITEM 1. CHANGE OF CONTROL.
On June 3, 1999, Dash Multi-Corp, Inc., a Missouri corporation
("Dash"), completed the purchase of 1,567,462 shares of the Common
Stock, no par value (the "Common Stock"), of R-B Rubber Products, Inc.,
an Oregon corporation (the "Company"), at a purchase price of $3.00 per
share. The 1,567,462 shares of Common Stock of the Company purchased by
Dash represented approximately 70.0% of the total issued and outstanding
shares of the Company's Common Stock. Dash purchased the Common Stock
pursuant to a tender offer by Dash to the shareholders of the Company as
contemplated by that certain Stock Purchase Agreement, dated as of April
8, 1999, between the Company and Dash (the "Stock Purchase Agreement").
The $4,702,386 aggregate purchase price paid by Dash for the Common
Stock was provided by existing cash on hand of Dash.
In addition to the foregoing, as contemplated by the Stock
Purchase Agreement, on June 3, 1999 each of Marvin S. Wool, Sandon Wool
and Gregory J. Divis were appointed as directors of the Company as
designees of Dash and Lawrence J. Young was appointed as an independent
director. Following such appointments, the Board of Directors of the
Company is now comprised of Ronald L. Bogh, Paul M. Gilson, Marvin S.
Wool, Sandon Wool, Gregory J. Divis and Laurence J. Young.
The foregoing description is qualified in its entirety by
reference to a copy of the Schedule 14D-1 Tender Offer Statement, as
amended, filed by Dash in connection with the transaction and the Stock
Purchase Agreement and the related Offer to Purchase which are attached
as exhibits hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements. Not applicable.
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(b) Pro forma financial information. Not applicable
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(c) Exhibits. See Exhibit Index.
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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.
Dated: June 17, 1999
R-B RUBBER PRODUCTS, INC.
By: /s/ Paul Simons
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Name: Paul Simons
Title: Treasurer
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EXHIBIT INDEX
Exhibit No Description
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2.1 Stock Purchase Agreement, dated as of April 8, 1999, by
and between R-B Rubber Products, Inc. and Dash Multi-
Corp, Inc., filed as Exhibit (c)(1) to the Schedule 14D-1
Tender Offer Statement of Dash Multi-Corp, Inc. and
incorporated herein by reference.
2.2 Form of Offer to Purchase dated April 14, 1999, filed as
Exhibit (a)(1) to the Schedule 14D-1 Tender Offer
Statement of Dash Multi-Corp, Inc. and incorporated
herein by reference.
