UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 27, 1999
JD AMERICAN WORKWEAR, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 33-98682 05-0460102
(State or other jurisdiction (Commission file no.) (IRS Employer ID Number)
of incorporation)
46 OLD FLAT RIVER RD., COVENTRY, RHODE ISLAND 02816
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (401) 397-6800
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Item 2. Acquisition and Disposition of Assets
(a) Description of Acquisition
On December 27, 1999, the Company completed the purchase of 100% of the
outstanding stock of Patina Corporation for 3,329 shares of Series C 6%
Convertible Preferred Stock. In addition, the Company agreed to issue,
when available, 5,000,000 restricted common shares for earn-up provisions
as defined in Patina Corporation agreements.
Patina Corporation consists of the parent and three wholly owned
subsidiaries, Owosso Corporation that provides commercial building
demolition, Chitacqua Corporation that provides asbestos abatement
services, and Foster Jordan, Inc. providing commercial and marine
construction services. Patina Corporation assets consist of various heavy
equipment, machinery, vehicles, and office furnishings with appraised
values exceeding $3,329,000.
Item 5. Other Events
(a) Resignation of Board Members pursuant to Patina Corporation Contract
and change of President
The Patina Corporation acquisition contained certain clauses and covenants
requiring the resignation of five of seven board members and their
replacements to be nominated and accepted. JD American Workwear, Inc.
retained David N. DeBaene as Chairman and nominated Glenn R. Ahlborg, and
Frank Carter. Patina Corporation nominated Norman J. Birmingham, Roger
Imperial, and Alan Stewart with Herbert Canapary retaining a seat per
previous company commitments. All nominees have accepted and been
qualified.
The board of director members resigning as required by their acceptance of
the Patina Corporation contract were, Elizabeth Cotter, Steev Panneton,
Dean M. Denuccio, Anthony P. Santucci, and Thomas A. Lisi.
No member submitted a resignation for any other reason than meeting the
terms and conditions of the contract as ratified.
Further, David N. DeBaene has resigned as the President of JD American
Workwear, Inc. with Norman J. Birmingham having been selected as the next
President. Mr. DeBaene will remain as President of the newly formed
Consumer Products Group that includes the current workwear operations.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of the business acquired, prepared pursuant to
Rule 3.05 of Regulation S-X will be filed within 60 days in
accordance with Item 7 (a) 4.
(b) Pro forma financial information required pursuant to Article II of
Regulation S-X will be file within 60 days in accordance with Item 7
(a) 4.
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(c) Exhibits
Exhibit Number Description
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*1 Securities Purchase Agreement by and between
Patina Corporation and JD American Workwear, Inc.
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* To be filed by amendment.
Date: January 11, 2000 By: /s/ NORMAN J. BIRMINGHAM
Norman J. Birmingham
Chief Executive Officer and President
BUSINESS CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is made and executed December
27, 1999, by and between PATINA CORP., a Florida corporation, hereinafter
referred to as the "Company", and Art Lang 645 Heather Rd., Penticton, British
Columbia, Canada V2A6N8, hereinafter referred to as the "Consultant".
The parties agree as follows:
1. Appointment of Consultant. Company hereby engages Consultant, and
Consultant agrees to render services to Company as an independent agent.
2. Duties. During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning identification
and initial negotiations for acquisition or joint venture of synergistic
businesses and technologies. Consultant shall review and advise Company
regarding his overall progress, needs and condition. Consultant agrees to
provide on a timely basis the following enumerated services plus any
additional services contemplated thereby:
a. The implementation of short range and long term strategic planning
to fully develop and enhance Company's assets, resources, products
and services;
b. Advise and recommend to Company additional services relating to the
present business and services provided by Company as well as new
products and services that may be provided by Company.
3. Term. The term of this Agreement shall be from December 27, 1999, for a
period of one (1) year.
4. Compensation.
a. Base Salary. In consideration of the services to be performed by
Company, Consultant shall be paid the sum of ONE HUNDREDTHOUSAND
COMMON SHARES of the parent company, JD American Workwear, Inc.
(OTCBB: JDAW) on the 27th day of December 1999.
b. Additional compensation may be available if the Consultant delivers
additional business that is closed dureing the term of this
agreement in excess of the identfied and authorized contracts. The
authorized negotiations are for the CDM, Inc., Innovative Sewerage
System, Inc, Millenium Istec, Inc. and Pure Air companies or
products.
5. Health & Disability Insurance. Consultant shall not be entitled to receive
at the Company's expense, health care benefits and disability insurance
for Employee and his immediate family members.
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6. Confidentiality. Consultant will not disclose to any other person, firm,
or corporation, nor use for his own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information
designated as confidential by Company which is acquired by Consultant in
the course of him performing services hereunder.
7. Governing Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder shall be construed in accordance with and under and
pursuant to the laws of the State of Delaware, and that in any action,
special proceeding or other proceeding that may be brought arising out of,
in connection with, or by reason of this Agreement, the laws of the State
of Delaware shall be applicable and shall govern to the exclusion of the
law of any other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
8. Termination Due To Discontinuance Of Business. Anything herein contained
to the contrary notwithstanding, in the event that the Company shall
discontinue operating its business, then this Agreement shall terminate as
of the last day of the month in which the Company ceases operations at
such location with the same force and effect as if such last day of the
month were originally set as the termination date hereof.
9. Arbitration. Any controversy or claim arising out of or related to this
Agreement shall be settled by arbitration in accordance with the rules and
under the auspices of the American Arbitration Association; and any
arbitration shall be conducted in the State of Florida.
10. Entire Agreement; Modification. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements, oral or written, and all other
communications between the parties relating to such subject matter. This
Agreement may not be amended or modified except by mutual written
agreement.
11. Indemnification. The Company will protect and indemnify the Employee from
any and all lawsuits or claims arising out of the Employee's proper
performance of his duties for the Company.
12. Binding Agreement. This Agreement shall enure to the benefit of and be
binding upon the Company, its successors and assigns, and the Employee,
his heirs and personal representatives but the Employee's rights under
this contract are personal to him and shall not be subject to voluntary or
involuntary alienation, assignment or transfer.
<PAGE>
13. Severability. All agreements and covenants contained herein are severable,
and in the event that any of them, with the exception of those contained
in Paragraphs 1 and 4 hereof, shall be held to be invalid by any competent
court, this Contract shall be interpreted as if such invalid agreements or
covenants were not contained herein.
14. Attorneys' Fees And Costs. In the event of any litigation arising out of
this Contract, the prevailing party shall be entitled to recover all
expenses and costs incurred, including attorney's fees.
15. Venue. The venue of any litigation arising out of this Contract shall be
only in Broward County, Florida.
16. Counterparts. This Agreement may be executed in one or more counterparts,
all of which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this Contract on
the dates below indicated.
PATINA CORP.,
Consultant: a Florida corporation,
________________________________ By:_________________________________
Art Lang Norman J. Birmingham, President
Dated: December 27, 1999 ATTEST:
By:_________________________________
Dated:_______________________________
(SEAL)
Company
