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): November 22, 1999
ADDvantage Media Group, Inc.
(Exact name of Registrant as specified in its charter)
Oklahoma 1-10799 73-1351610
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
808 North 16/th/ Street
Broken Arrow, Oklahoma
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(Address of principal executive offices)
74012
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(Zip code)
(918) 251-9121
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 22, 1999, ADDvantage Media Group, Inc. (the "Registrant"), TULSAT
Corporation, an Oklahoma corporation ("TULSAT"), Lee CATV Corporation, a
Nebraska corporation and wholly-owned subsidiary of the Registrant ("Lee"),
Diamond W Investments, Inc., a Nebraska corporation ("Diamond"), and
Randy L. Weideman and Deborah R. Weideman as shareholders of Diamond (the
"Shareholders") entered into an Agreement and Plan of Merger (the "Agreement").
The merger and other transactions contemplated by the Agreement were consummated
the same day. Pursuant to the Agreement, Diamond was merged into Lee. Lee was
the surviving corporation and the outstanding shares of Diamond were converted
into 27,211 shares of the Registrant's Series C Convertible Preferred Stock, par
value $1.00 per share, with a stated value of $36.75 per share (which are
convertible into shares of the Registrant's common stock at a price of $3.675
per share) and a promissory note in the amount of $271,093.54. The amount and
nature of the merger consideration was arrived at through an arm's-length
transaction. As a result of this transaction, Diamond became a wholly-owned
subsidiary of Lee.
Immediately, prior to the merger, Diamond declared and distributed a dividend
of cash and property to the Shareholders. In total, Diamond distributed
$450,000 in cash and certain property including accounts receivable, leasehold
improvements and equipment and a 1996 Dodge Ram 2500 Pickup Truck.
As contemplated by the Agreement, Lee entered into a lease agreement with
Randy L. Weideman and Deborah R. Weideman on November 22, 1999
("Lease Agreement"). The Lease Agreement covers the real property and
improvements used by Diamond as its headquarters, has a five year term and calls
for rentals payable to the lessors of $900.00 per month. On November 22, 1999,
Lee also entered into an employment agreement with Randy L. Weideman and a
noncompete agreement with Deborah R. Weideman.
Diamond was established in 1986 as a full service repair and sales center,
selling new and refurbished cable equipment, designing, pre-wiring, installing
and repairing along with FCC Proof of Performance on all types of headend
equipment. Diamond built its reputation on high-quality with prompt turn
around in repairs and technical training for their customers. The Registrant
intends for Lee to continue Diamond's existing operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
None required.
(b) Pro Forma Financial Information.
None required.
(c) Exhibits.
The Exhibits to this report are listed in the Exhibit Index set forth elsewhere
herein.
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 thereunto duly authorized.
ADDvantage Media Group, Inc.
Dated: December 2, 1999 By: \s\ Kenneth A. Chymiak
Kenneth A. Chymiak, President
EXHIBIT INDEX
Exhibit Number Description
2.1 ................ The Agreement and Plan of Merger, dated as
of November 22, 1999, by and among
ADDvantage Media Group, Inc., TULSAT
Corporation, Lee CATV Corporation, Diamond W
Investments, Inc., Randy L. Weideman and
Deborah R. Weideman
4.1................. Certificate of the Designation, Preferences,
Rights and Limitations of ADDvantage Media
Group, Inc. Series C Convertible Preferred
Stock as filed with the Secretary of State
of Oklahoma on November 22, 1999
10.1 ............... Lease Agreement, dated November 22, 1999, by
and between Randy L. Weideman and Deborah R.
Weideman and Lee CATV Corporation
10.2 ............... Employment Agreement, dated as of November 22, 1999,
by and between Lee CATV Corporation,
Randy L. Weideman and TULSAT Corporation
10.3 ............... Noncompete Agreement, dated as of November 22, 1999,
by and between Lee CATV Corporation and
Deborah R. Weideman