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) September 19, 1998
SETO HOLDINGS, INC.
(exact name of Registrant as specified in its charter)
NEVADA 33-5820-LA 77-00882545
(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File No. identification number)
554 North State Road, Briarcliff Manor, New York 10510
(Address of principal executive offices)
Registrant's telephone number, including area code: 914-923-5000
SEMICON TOOLS, INC.
Former name or former address, if changed since last report
ITEM 1. Changes in Control of Registrant
A change in control of SETO Holdings, Inc. (the "Company")
occurred on September 19, 1998, effective as of September 15, 1998, as a result
of the Company's receipt of 10,000,000 shares of its Common Stock as the
consideration for its sale of all of the outstanding capital stock of its Teik
Tatt Holding Co., (1979) Sdn. Bhd. ("TTH") subsidiary as described in Item 2
below. TTH manufactures rubber bands and plastic rope and twine and recycles
plastics and non-ferrous and precious metals. As a result of the Company's sale
of TTH and the reduction in the number of the Company's outstanding Common
Stock, Eugene Pian, the Company's President and beneficial owner of 5,126,113
shares, or 45%, of the Company's outstanding Common Stock, may be deemed to have
acquired control of the Company.
ITEM 2. Acquisition or Disposition of Assets
On September 19, 1998, effective as of September 15, 1998, the
Company sold all of the issued and outstanding capital stock of TTH to Tan Khay
Swee in exchange for 10,000,000 shares of the Company's Common Stock. The
Company had acquired TTH from Mr. Swee in exchange for 10,000,000 shares of its
Common Stock on November 26, 1997. The Company did not retain any investment
banker in this sale.
After giving effect to the disposition of TTH, the Company's
business is as follows:
1. Semicon Tools, Inc., a New York diamond tool manufacturer
and distributor of wafer fabrication supplies to the semiconductor industry,
with manufacturing and distribution facilities in Malaysia and the United
States.
2. East Coast Sales Co., a New York technical ceramic
fabricator and distributor to the aerospace, defense, detection device and
electronic industries.
3. DTI Technology Sdn. Bhd., a Penang, Malaysia diamond tool
manufacturer and distributor to all of Asia, as well as STI, for the
semiconductor, optical and machine tool industry.
4. Fuji Fabrication Sdn. Bhd., a Penang, Malaysia
cellular phone battery manufacturer and distributor to Malaysia,
Hong Kong and the Philippines.
5. Southsonic Corporation Sdn. Bhd., a Penang, Malaysia
manufacturer of high-end consumer electronic audio components and entertainment
systems sold in Malaysia and South Africa.
ITEM 5. Other Events
On October 2, 1998, the Company changed its name to SETO
Holdings, Inc.
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ITEM 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information.
It is impracticable for the Company to file herewith
the required pro forma financial information. The
Company will file said pro forma financial
information within 75 days of the event reported in
Item 2 hereof.
(c) Exhibits.
1. Agreement between the Company
and Tan Khay Swee, dated as
of September 15, 1998.
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: October 7, 1998 SETO HOLDINGS, INC.
By: /s/ Eugene Pian
Eugene Pian, President
EXHIBIT 1
AGREEMENT (the "Agreement") dated as of September 15, 1998
(the "Closing Date") by and between SEMICON TOOLS, INC.
("Semicon") and TAN KHAY SEE (the "Stockholder").
WHEREAS, (i) Semicon is a corporation organized and
existing under the laws of the State of Nevada; (ii) TEIK TATT HOLDING CO.,
(1979) SDN BHD. ("TTH") is a corporation organized and existing under the laws
of Malaysia and (iii) Semicon is the owner of all of the issued and outstanding
shares of capital stock of TTH (the "TTH Shares"); and
WHEREAS, as a result of the adverse economic conditions that
have occurred in Southeast Asia in general and Malaysia in particular Semicon
and Stockholder agree that TTH should no longer be owned by a foreign entity;
and
WHEREAS, the Stockholder, a Malaysian resident, wishes to
purchase from Semicon, and Semicon wishes to sell to the Stockholder the TTH
Shares upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, the
representations, warranties, covenants and agreements set forth herein and such
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:
Article I. Sale and Purchase of the TTH Shares.
1.1 Sale and Purchase of the TTH Shares. Semicon does
hereby sell and deliver to Stockholder, and Stockholder does hereby purchase
from Semicon, all of the TTH Shares for a purchase price
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equal to 10,000,000 shares of Semicon's common stock (the "Semicon Shares").
Semicon hereby delivers to Stockholder certificates evidencing the TTH Shares
endorsed, or accompanied by a stock power executed by Semicon transferring such
Shares, to Stockholder and accompanied by all applicable stock transfer tax
stamps relative to said certificates.
1.2 Payment of Purchase Price. Simultaneously with its receipt
of the TTH Shares, Stockholder hereby delivers to Semicon certificates
evidencing the Semicon Shares endorsed, or accompanied by a stock power executed
by Stockholder transferring such Shares, to Stockholder and accompanied by all
applicable stock transfer tax stamps relative to said certificates.
Article II. Representations and Warranties of Semicon.
Semicon represents and warrants to Stockholder as follows:
2.1 Organization. Semicon is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada and
is duly authorized to carry on its business where and as now conducted and to
own, lease and operate properties as it now does. TTH is a corporation duly
organized and validly existing under the laws of Malaysia. The sole subsidiaries
of TTH are Teik Siang Industries Sdn. Bhd. and Teik Tatt Industries (Vietnam)
Co. Ltd.
2.2 Authorization. (a) Semicon has full power and authority to
enter into this Agreement and to perform this Agreement in accordance with its
terms; the execution, delivery and performance of this Agreement by Semicon has
been duly authorized
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by its Board of Directors; Semicon is not bound by any contractual or other
obligation that would be violated by its execution and performance of this
Agreement; and this Agreement is a valid and binding obligation of Semicon
enforceable in accordance with its terms.
(b) Neither the execution and delivery of this
Agreement nor the consummation by Semicon of any of the transactions
contemplated herein nor compliance by it with the terms, conditions and
provisions hereof or of any agreement or instrument contemplated hereby will (i)
conflict with, result in a breach of, or constitute an event of default under
(1) its certificate of incorporation or by-laws, (2) any material instrument,
agreement, lease, license, franchise, permit, or other authorization, right, or
obligation to which it is a party or any of its properties is subject or by
which they are bound, or (3) any statute, ordinance, rule, regulation, judgment,
order, award or decree applicable to it or (ii) require the approval, consent or
authorization of, or the making of any declaration, filing or registration with,
any third party or any foreign, federal, state or local court, governmental
authority or regulatory body in Malaysia or elsewhere.
2.3 Governmental Consents and Approvals. The execution,
delivery and performance of this Agreement by Semicon requires no action by or
in respect of, or filing with, any governmental body, agency, official or
authority in Malaysia or elsewhere.
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2.4 Ownership of TTH Shares. Semicon is the record owner and
the beneficial owner of the TTH Shares as of the date hereof. Semicon owns all
of the TTH Shares free and clear of all liens and encumbrances, and it has the
full and complete right and power to dispose of said Shares in accordance with
the terms of this Agreement. Semicon is transferring to Stockholder the TTH
Shares free and clear of all liens and encumbrances.
2.5 No Finder. Semicon has not employed or utilized the
services of any broker, finder or other intermediary in connection with this
Agreement or the transaction contemplated by this Agreement.
Article III. Representations and Warranties of Stockholder.
Stockholder represents and warrants to Semicon as follows:
3.1 Authority, Etc.
(a) Stockholder has full power and authority and
legal capacity to enter into this Agreement and to perform this Agreement in
accordance with its terms; Stockholder is not bound by any contractual or other
obligation that would be violated by his execution and performance of this
Agreement; and this Agreement is a valid and binding obligation of Stockholder
enforceable in accordance with its terms.
(b) Neither the execution and delivery of this
Agreement nor the consummation by Stockholder of any of the transactions
contemplated herein nor compliance by Stockholder with the terms, conditions and
provisions hereof or of any agreement or instrument contemplated hereby will (i)
conflict with, result in a
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breach of, or constitute an event of default under any material instrument,
agreement, lease, license, franchise, permit, judgment, order, award, decree or
other authorization, right, or obligation to which Stockholder is a party or any
of his properties is subject or by which they are bound, or any statute,
ordinance, rule or regulation applicable to Stockholder, or (ii) require the
approval, consent or authorization of, or the making of any declaration, filing
or registration with, any third party or any foreign, federal, state or local
court, governmental authority or regulatory body in Malaysia or elsewhere.
(c) For more than the past ten years Stockholder
has been the most senior executive of TTH and has been intimately involved with
and fully knowledgeable about its business, assets, liabilities and financial
condition. Accordingly, Stockholder has not required Semicon to make any of the
representations and warranties customarily made by the seller of a business, and
Stockholder is acquiring the business of TTH, as represented by the TTH Shares,
"as is, where is."
3.2 Governmental Consents and Approvals. The execution,
delivery and performance of this Agreement by Stockholder requires no action by
or in respect of, or filing with, any governmental body, agency, official or
authority in Malaysia or elsewhere.
3.3 Ownership of Semicon Shares. Stockholder is the
record owner and the beneficial owner of the Semicon Shares as of
the date hereof. Stockholder owns all of the Semicon Shares free
and clear of all liens and encumbrances, and he has the full and
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complete right and power to dispose of said Shares in accordance with the terms
of this Agreement. Stockholder is transferring to Semicon all of the Semicon
Shares free and clear of all liens and encumbrances.
3.4 No Finder. Stockholder has not employed or utilized the
services of any broker, finder or other intermediary in connection with this
Agreement or the transactions contemplated by this Agreement.
Article IV. Survival of Representations and Indemnity.
4.1 Survival. The representations, warranties,
covenants and agreements by the parties shall survive the Closing Date for a
period of two (2) years.
Article V. Indemnification.
(a) The Stockholder and Semicon do hereby agree to
indemnify, defend and hold harmless each other from and against any and all
claims, demands, damages, losses, injuries, liabilities, penalties, costs,
expenses (including without limitation reasonable attorneys' fees), suits,
actions, investigations, judgments and fees which may be imposed upon, incurred
or suffered by or asserted against it arising out of or in connection with any
one or more of the following:
(i) any failure to perform or comply with
any agreements, obligations or undertakings to be performed by
the Stockholder on the one hand, and by Semicon on the other
hand, pursuant to this Agreement; and
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(ii) any breach of any representation,
warranty, covenant or agreement made in this Agreement, or in
respect of the facts associated therewith, by the Stockholder
on the one hand, and by Semicon on the other hand.
(b) Notwithstanding subparagraph (a) of this
Section 5(b), no indemnifying party shall have liability under this Section 5(b)
with respect to any single or aggregate claim for less than US$50,000.
(c) A party seeking indemnification shall notify
the indemnifying parties within a reasonable time in writing of any action,
claim or liability in respect of which it intends to claim such indemnification,
provided that the failure to give timely notice shall not release any of the
indemnifying parties from any liability to the extent the indemnifying parties
are not prejudiced thereby. The indemnifying parties shall have the right, by
prompt notice to the party seeking indemnification to assume the defense of such
claim with counsel reasonably satisfactory to the party seeking indemnification,
and at the sole cost of the indemnifying parties. If the indemnifying parties do
not so assume the defense of such claim, the party seeking indemnification may
assume such defense with counsel of its choice and at the sole cost of the
indemnifying parties. If the indemnifying parties so assume such defense, the
party seeking indemnification may participate therein through counsel of its
choice, but at its sole cost. The party not assuming the defense of any such
claim shall render all reasonable
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assistance to the party assuming such defense, and all out-of-pocket costs of
such assistance shall be for the account of the Indemnifying Parties. No such
claim shall be settled other than by the party defending the same, and then only
with the consent of the other party, which shall not be unreasonably withheld;
provided that the party seeking indemnification shall have no obligation to
consent to any settlement of any such claim which imposes on Semicon any
liability or obligation which cannot be assumed and performed in full by the
Indemnifying Parties.
Article VI. Miscellaneous.
6.1 Expenses. Each party shall bear its own expenses incurred
in connection with the negotiation and preparation of this Agreement and in
connection with all duties and obligations required to be performed by it under
this Agreement.
6.2 Further Assurances. Each party agrees to cooperate fully
with the other parties and to execute such further instructions, documents and
agreements and to give such further written assurances as may be reasonably
requested by any other party to better evidence and reflect the transactions
described herein and contemplated hereby and to carry into effect the intent and
purposes of this Agreement.
6.3 Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered personally or by reputable overnight courier or mailed by
registered or certified mail, return receipt requested, to the parties at the
following addresses (or to such
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other address as a party may have specified by notice to the other parties
pursuant to this provision):
(a) if to TTH or Stockholder, at:
1774 LRG 6, Mak Mandin Industrim Estate
13400 Butterworth , Malaysia
(b) if to Semicon, at
554 North State Road
Briarcliff Manor, New York 10510
Attn: Eugene Pian, President.
6.4 Entire Agreement. This Agreement contains, and is intended
as, a complete statement of all the terms of the agreements among the parties
with respect to the matters provided for, supersedes any previous agreements and
understanding among the parties with respect to those matters, and cannot be
changed or terminated except by a writing signed by the parties.
6.5 Governing Law. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of New York,
without respect to its choice of law principles.
6.6 Interpretation. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
6.7 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.
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6.8 Parties in Interest. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns, and nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.
6.9 Choice of Language. The parties declare that at their
request, the present Agreement, along with all notices, schedules, etc. has been
drawn up in the English language and henceforth, all communications between them
are to be in the English language.
6.10 Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
or provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be signed as of the date first written above.
SEMICON TOOLS, INC.
By:/s/ Eugene Pian
Name: Eugene Pian
Title: President
STOCKHOLDER:
/s/ Tan Khay Swee
Tan Khay Swee