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): August 13, 1999
Novex Systems International, Inc. (Formerly Stratford Acquisition Corp.)
(Exact name of registrant as specified in its charter)
Minnesota 0-26112 41-1759882
(State of Jurisdiction) (Comission (IRS Employer I.D. No.)
File No.)
67 Wall Street, Suite 2001, New York, New York 10005
(Address of Principal Executive Offices)
Registrant's telephone number (including area code): 212-825-9292
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Item 1. Changes in Control of Registrant. None.
Item 2. Acquisition or Disposition of Assets. On August 13, 1999, the
Registrant completed its acquisition of all of the assets of the
Allied Composition/Por-Rok businesses ("Por-Rok") of The
Sherwin-Williams Company ("Seller"). Por-Rok manufactures a well-known
line of grouting and concrete patching products that are distributed
throughout the United States, and are currently available in over 300
outlets that stock Por-Rok's products. The purchase price was U.S.
$2.1 million.
The Registrant manufactures and markets a line of specialty building
materials and synthetic concrete reinforcement fibers. With this
acquisition, the Registrant will be expanding its current product line
to include well-known product brand names like Por-Rok, Dash Patch and
Lev-L-Astic. Novex will continue to manufacture its concrete
reinforcing fibers in its Mississauga, Ontario facility and will
continue to operate the Por-Rok plant located in Clifton, New Jersey.
The funds used to purchase the Por-Rok business were derived from a
secured term loan from Dime Commercial Corp. in the amount of $890,000
which included a warrant to purchase 233,365 shares of the
Registrant's common stock at the exercise price of $.25 per share for
a period commencing on the issuance thereof and terminating in
September, 2002. The balance of the purchase price was provided by
Seller in exchange for which Registrant issued a 10% secured
promissory note in the amount of $1.3 million as well as 1,000,000
shares of the Registrant's common stock.
Item 3. Bankruptcy or Receivership. None.
Item 4. Changes in Registrant's Certifying Accountant. None.
Item 5. Other Events. None.
Item 6. Resignation of Registrant's Directors. None.
Item 7. Financial Statements and Exhibits. None.
Item 8. Change in Fiscal Year. None.
Item 9. Sales of Equity Securities Pursuant to Regulation S. None.
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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.
NOVEX SYSTEMS INTERNATIONAL, INC.
(Registrant)
Dated: August 20, 1999 /s/ Daniel W. Dowe
---------------------------------
Daniel W. Dowe, President
67 Wall Street, Suite 2001
New York, New York 10005
212-825-9292
