<PAGE> 1
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 29, 1996
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STRUTHERS INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-2707 73-0746455
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
601 ONEOK PLAZA, 100 WEST FIFTH STREET, TULSA, OKLAHOMA 74103
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(Address of principal executive offices)
Registrant's telephone number, including area code (918) 582-1788
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STRUTHERS INDUSTRIES, INC.
ITEM 2. Acquisition and Disposition of Assets
On August 29, 1996, M & M Group, a Nevada corporation ("M & M"),
acquired from Struthers Industries, Inc. ("Struthers"), a total of Five Million
Two Hundred Fifty Thousand (5,250,000) shares of common stock of Rose
International Ltd., a Delaware corporation ("Rose"), representing all shares of
Rose common stock owned by Struthers. M & M purchased these shares pursuant to
that certain Stock Purchase Agreement between M & M and Struthers Industries,
Inc. dated August 29, 1996, a copy of which is attached hereto as Exhibit 2. In
exchange therefor, M & M delivered a promissory note to Struthers in the amount
of $4 million which is secured by the 5,250,000 shares of Rose common stock.
Required pro forma financial information relating to the transaction is attached
hereto as Exhibits (b)(1), (b)(2) and (b)(3).
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SIGNATURE
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 thereunto duly authorized.
STRUTHERS INDUSTRIES INC.
By: /s/ Sean P. O'Keefe
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Sean P. O'Keefe, President
Date: September 12, 1996
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
- ----------- -----------
EX-99.B1 Pro Forma Consolidated Balance Sheet
EX-99.B2 Pro Forma Statement of Operations -- Six Months Ended June 30, 1996
EX-99.B3 Pro Forma Statement of Operations -- Year Ended December 31, 1995
Ex-99.2 Stock Purchase Agreement
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STRUTHERS INDUSTRIES, INC.
Form 8-K Exhibit(b)(1)
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 1996
<TABLE>
<CAPTION>
Historical Deletion of Pro forma
Financial Chemical Dye Pro forma Financial
Statement Segment Adjustments Statements
--------- ------- ----------- ----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 582,981 $ 295,415 $ 287,566
Equity securities 104,183 104,183
Receivables, net 1,555,029 1,074,908 4,000,000 4,480,121
Inventories 1,810,403 1,695,417 114,986
Prepaid expenses and other assets 73,880 36,544 37,336
Deferred income taxes 76,000 76,000
------------ ------------ ------------ ------------
4,202,476 3,102,284 4,000,000 5,100,192
Property and equipment 7,050,315 6,316,632 733,683
Investment securities 525,000 525,000
Goodwill 2,357,825 2,357,825 --
Other assets 309,796 309,796 --
============ ============ ============ ============
$ 14,445,412 $ 12,086,537 $ 4,000,000 $ 6,358,875
============ ============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 851,869 $ 645,942 $ 205,927
Accrued liabilities 449,599 80,674 368,925
Accrued settlement expense 3,250,000 3,250,000
Current maturities of long-term obligations 199,729 100,567 99,162
------------ ------------ ------------ ------------
4,751,197 827,183 -- 3,924,014
Long-term obligations 710,276 168,302 541,974
Minority interest 241,669 241,669 --
Stockholders' equity --
Common stock 1,172,097 1,172,097
Additional paid-in capital 35,971,507 35,971,507
Stock subscriptions receivable (210,000) (210,000)
Foreign currency translation adjustment (36,502) (36,502) --
Accumulated deficit (28,154,832) (45,913) (6,931,798) (35,040,717)
------------ ------------ ------------ ------------
8,742,270 (82,415) (6,931,798) 1,892,887
============ ============ ============ ============
$ 14,445,412 $ 1,154,739 $ (6,931,798) $ 6,358,875
============ ============ ============ ============
</TABLE>
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STRUTHERS INDUSTRIES, INC.
Form 8-K Exhibit(b)(2)
PRO FORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Historical Deletion of Pro forma
Financial Chemical Dye Pro forma Financial
Statement Segment Adjustments Statements
--------- ------- ----------- ----------
<S> <C> <C> <C>
SALES AND REVENUES $ 4,139,790 $ 3,445,951 $ 693,839
COST OF SALES 3,295,265 2,554,466 740,799
------------ ----------- --------- ------------
GROSS PROFIT 844,525 891,485 -- (46,960)
--
OTHER EXPENSES (INCOME): --
Selling, general and administrative 1,226,426 594,398 632,028
Interest expense 132,559 27,051 105,508
Loss on sale of assets 73,700 73,700
Equity in joint venture loss 71,847 71,847 --
Loss (gain) on sale of equity securities (174,428) (167,172) (7,256)
Interest and other income (153,479) (5,011) $(150,000) (298,468)
------------ ----------- --------- ------------
1,176,625 521,113 (150,000) 505,512
------------ ----------- --------- ------------
Earnings (loss) before income taxes (332,100) 370,372 150,000 (552,472)
Income tax expense (benefit) (811,000) (811,000) --
------------ ----------- --------- ------------
478,900 1,181,372 150,000 (552,472)
Minority interest 39,669 39,669 --
============ =========== ========= ============
NET EARNINGS (LOSS) $ 439,231 $ 1,141,703 $ 150,000 $ (552,472)
============ =========== ========= ============
Net earnings (loss) per common share:
Primary $ 0.04 $ (0.05)
============ ============
Weighted average shares outstanding 11,683,000 11,683,000
============ ============
</TABLE>
The pro forma adjustment represents interest income from the $4,000,000 note for
which the chemical dye segment was assumed to have been sold as of the beginning
of the fiscal year.
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STRUTHERS INDUSTRIES, INC.
Form 8-K Exhibit(b)(3)
PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Historical Deletion of Pro forma
Financial Chemical Dye Pro forma Financial
Statement Segment Adjustments Statements
--------- ------- ----------- ----------
<S> <C> <C> <C> <C>
SALES AND REVENUES $ 1,623,694 $ 1,623,694
COST OF SALES 1,563,933 1,563,933
------------ ----------- ----------- ------------
GROSS PROFIT 59,761 -- -- 59,761
--
OTHER EXPENSES (INCOME): -- --
Selling, general and administrative 1,527,432 1,527,432
Interest expense 61,117 61,117
Settlement expense 3,750,000 3,750,000
Write-down of certain assets 1,019,634 1,019,634
Loss on sale of equity securities 28,391 28,391
Interest and other income (166,130) (300,000) (466,130)
------------ ----------- ----------- ------------
6,220,444 -- (300,000) 5,920,444
------------ ----------- ----------- ------------
Earnings (loss) before income taxes (6,160,683) -- 300,000 (5,860,683)
Income tax expense (benefit) 1,208,000 1,208,000
------------ ----------- ----------- ------------
(7,368,683) -- 300,000 (7,068,683)
Discontinued operations 20,069 20,069 --
============ =========== =========== ============
NET EARNINGS (LOSS) $( 7,348,614) $ 20,069 $ 300,000 $( 7,068,683)
============ =========== =========== ============
Net earnings (loss) per common share:
Primary $ (0.70) $ (0.67)
============ ============
Weighted average shares outstanding 10,544,211 10,544,211
============ ============
</TABLE>
The pro forma adjustment represents interest income from the $4,000,000 note for
which the chemical dye segment was assumed to have been sold as of the beginning
of the fiscal year.
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Exhibit 2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the 29th day of August, 1996, by and between M & M Group, a Nevada
corporation ("M & M" or "Buyer"), and Struthers Industries, Inc. a Delaware
corporation ("Struthers" or "Seller").
WITNESSETH
WHEREAS, Struthers is the owner of Five Million Two Hundred Fifty
Thousand shares (5,250,000) of Common Stock, par value $.01 per share (the
"Shares"), of Rose International Ltd., a Delaware corporation ("Rose"), as of
the date of this Agreement; and
WHEREAS, Seller wishes to sell the Shares to Buyer upon the terms and
conditions set forth in this Agreement; and
WHEREAS, Buyer has agreed to purchase the Shares upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the purchase price
hereafter recited and the mutual terms, conditions and covenants hereinafter
contained, the parties hereto do hereby agree as follows:
1. Sale and Purchase of Stock. On this date, the Closing Date, Seller
agrees to sell, transfer, assign and deliver to Buyer and Buyer agrees to
purchase from Seller, all of Seller's right, title and interest in and to the
Shares.
2. Purchase Price. The purchase price for the Shares (the "Purchase
Price") shall be Four Million and No/100 Dollars ($4,000,000.00), payable
pursuant to a promissory note to be executed by Buyer concurrently with this
Agreement (the "Note").
3. Closing, Closing Date and Delivery at Closing. The transactions
contemplated by this Agreement shall be consummated at a closing to be held
concurrently with the execution of this Agreement (the "Closing") in the offices
of Klenda, Gordon & Getchell, P.C., 610 ONEOK Plaza, 100 West Fifth Street,
Tulsa, Oklahoma, on this date. At the Closing, (i) Seller shall provide copies
of the certificates representing the Shares to Buyer but shall retain in its
possession the original certificates which evidences the Shares as security for
repayment of the Note, and (ii) Buyer will deliver or cause to be delivered the
Note in the amount of $4 million in full payment of the Purchase Price.
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4. Conditions Precedent to the Obligations of Seller. The obligations
of Seller hereunder are subject to the fulfillment on this date, the Closing
Date, of each of the following conditions:
(a) The representations and warranties of Buyer contained in this
Agreement shall be true and correct as of the date hereof, the Closing Date.
(b) Buyer shall have performed and complied with any and all other
obligations and conditions required by this Agreement to be performed or
complied with by it at the Closing.
5. Conditions Precedent to the Obligations of Buyer. The obligations of
Buyer hereunder are subject to the fulfillment on this date, the Closing Date,
of each of the following conditions:
(a) The representations and warranties of Seller contained in this
Agreement shall be true and correct as of the date hereof, the Closing Date.
(b) Seller shall have performed and complied with any and all other
obligations and conditions required by this Agreement to be performed or
complied with by it at the Closing.
6. Representations and Warranties.
(a) Buyer hereby represents and warrants to Seller as follows:
(i) Buyer is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Nevada.
(ii) Buyer has full authority to enter into this Agreement and
to perform the transactions contemplated herein subject only to the
fulfillment of the conditions precedent contained in Section 5 of this
Agreement. This Agreement, when executed, will be valid and binding on
Buyer in accordance with its terms.
(iii) Buyer represents that its purchase hereunder is being
made for its own account for investment, and not with a view to the
distribution or resale thereof. Buyer agrees that it will not
distribute, resell or offer the Shares unless registered pursuant to
the provisions of the Securities Act of 1933, as amended, or unless an
exemption from registration is available thereunder.
(b) Seller hereby represents and warrants to Buyer as follows:
(i) Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
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(ii) Seller has full authority to enter into this Agreement
and to perform the transactions contemplated herein subject only to the
fulfillment of the conditions precedent contained in Section 4 of this
Agreement. Specifically, Seller has the complete and unrestricted
right, power and authority to sell, transfer, assign and deliver the
Shares to Buyer pursuant to this Agreement, free and clear of all
liens, claims, charges and encumbrances. This Agreement, when executed,
will be valid and binding on Seller in accordance with its terms.
The foregoing representations and warranties of Buyer and
Seller will survive the Closing.
7. Voting Rights. So long as Buyer is not in default in the payment of
the balance of the Purchase Price, it shall have the right to vote the
Shares, and Seller shall simultaneously herewith execute and deliver an
effective, irrevocable proxy or proxies in favor of Buyer or its
nominee or nominees, and Buyer shall have the right, in its sole
discretion, to designate one or more nominees to vote the proxy or
proxies given pursuant to the terms of this Agreement.
8. Miscellaneous.
(a) Assignment. The parties shall not assign this Agreement or any part
hereof without the prior written consent of both parties hereto.
(b) Binding Effect. All representations, warranties, covenants, terms
and provisions of this Agreement shall survive the Closing and be binding upon
and inure to the benefit of the parties hereto and to their successors and
assigns.
(c) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
(d) Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the transactions contemplated herein
and supersedes any and all other agreements, whether oral or written, previously
made or existing among the parties hereto with respect to the subject matter
hereof. This Agreement may be amended or modified only by an instrument in
writing signed by the parties hereto.
(e) Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision hereof shall
not affect the validity or enforceability of the other provisions.
(f) Original Documents. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original document and all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
effective as of the day and year first above written.
"SELLER"
STRUTHERS INDUSTRIES, INC.
By : /s/ G. David Gordon
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G. David Gordon, President
"BUYER"
M & M GROUP
By: /s/ William Marches
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William Marches, President
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