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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 18, 1999
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(Date of earliest event reported)
POLYMER SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
Nevada. U.S.A 0-18583 88-0360526
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
1569 Dempsey Road, North Vancouver, British Columbia, CANADA V7K 1S8
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (604) 683-3473
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not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Alternative Materials Technology, Inc. (the "Buyer"), a wholly-owned
subsidiary of Polymer Solutions, Inc. ("the Registrant") has purchased
from Frederick Parkinson (the "Seller") all of the capital stock of U.S.
Cellulose Co., a California corporation (the "Company") pursuant to a
Stock Purchase Agreement (the "Agreement") dated October 18, 1999
between Buyer, Seller and the Company. The purchase price for the
Company was $1,000,000 in cash.
Pursuant to the Agreement and as an inducement to the Seller, the
Registrant has entered into a Continuing Guaranty for performance
obligations under the Company's Severance Plan which provides certain
benefits to employees of the Company upon a change in ownership.
The Registrant entered into Consulting Agreements with the Seller and a
senior officer of the Company, in order to provide for continuity of
management and a smooth transition to new ownership. Each of these
consulting agreements provides, among other things, services based upon
a monthly fee of $10,000 and $5,000 respectively. Services shall be
provided for a term of 30 days, with two options to extend the term
further for another 30 days each or at the option of the Registrant, and
further provides for termination upon 30 days written notice.
Pursuant to the Agreement, and as a material inducement to Buyer, the
Seller has entered into an Agreement not to compete with the
Registrant's business for a period of five years.
The entire purchase price for the acquisition was funded through the
repricing of certain warrants to encourage their exercise and by way of
two private placements completed on July 5, 1999 through a Short Form
Offering Document and through an Offering Memorandum completed July 30,
1999, details of which are contained in Registrant's Current Report on
Form 8-K filed on August 20, 1999 which is incorporated herein by
reference.
The Company is engaged in the business of development, production and
sale of water-based and other coatings to industrial users. In
connection with the acquisition, the Registrant acquired the Company's
intellectual property rights, contracts, commitments and assets,
consisting primarily of personal property, inventory, equipment and
accounts receivable. The Registrant intends to use all the real property
leased by the Company, as well as all structures, fixtures and
improvements located on such property. The Registrant acknowledged and
consented to the assignment and assumption of the leased property.
No material relationship exists between either the Seller or the Company
and the Registrant or any of its affiliates, any director or officer of
the Registrant, or any associate of any such director or officer. The
consideration under the Stock Purchase
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Agreement, the Registrant's guaranty, and the consulting agreements were
each determined by arms' length negotiations between the Registrant and
the Seller.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The Audited Financial Statements of U.S. Cellulose Co., Inc. for a
period one year ending June 30, 1999 will be disclosed as an Amendment
to this Form 8-K and will be available within the required 60 day time
period commencing November 1,1999.
(b) The Pro Forma Financial information will be disclosed as an Amendment to
this Form 8-K and will be available within the required 60 days time
period commencing November 1, 1999.
(c) Exhibit
2.1 Stock Purchase Agreement dated October 15, 1999, by and between
Alternative Materials Technology, Inc. ,U.S. Cellulose Co., and
Frederick Parkinson.
2.2 Continuing Guaranty dated October 19, 1999, by and between the
Registrant and the Seller.
2.3 U.S. Cellulose Employee Severance Plan effective October 15,
1999.
2.4 Assignment and Assumption of Lease; Acknowledgement and consent
thereto dated October 19, 1999, by and between Fred Yrueta and
U.S. Cellulose Co.
2.5 Consulting Agreement dated October 19, 1999, by and between
Alternative Materials Technology, Inc. and Frederick Parkinson.
2.6 Consulting Agreement dated October 19, 1999, by and between
Alternative Materials Technology, Inc. and Barbara Parkinson
2.7 Agreement Not To Complete dated October 19, 1999 between
Alternative Materials Technology, Inc., U.S. Cellulose Co. and
Frederick Parkinson.
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.
POLYMER SOLUTIONS, INC.
Date November 1, 1999 /s/ GORDON ELLIS
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Gordon L. Ellis, Chairman of the Board