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 (Date of earliest event reported): July 3, 2001
R-TEC HOLDING, INC.
(Exact name of registrant as specified in its charter)
IDAHO 82-0515707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1471 E. COMMERCIAL AVE., BOISE, IDAHO 83642
(Address of Principal Executive Office) (Zip Code)
(208) 887-0953
Registrant's Telephone No., including area code:
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.
YES ( X ) NO ( )
Item 2. Acquisition or Disposition of Assets.
On July 3, 2001, R-Tec Holding, Inc., ("the Registrant") acquired R-Tec
Machine Tool, Inc., an Idaho corporation ("R-Tec Machine Tool"), pursuant to a
Share Exchange and Reorganization Agreement (the "Agreement") by and between the
Registrant and the four individual shareholders of R-Tec Machine Tool.
Under the terms of the Agreement, the parties agreed to be bound by and accept
the fair market value placed on R-Tec Machine Tool obtained from an independent
business appraisal. Consideration for the acquisition was 291,248 shares of the
common stock of the Registrant valued at $1.00 per share which the parties agree
and acknowledge was the fair market value of the Registrant's shares as of the
date of the Agreement. The Agreement
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provides for each of the four R-Tec Machine Tool shareholders to receive equal
shares of the Registrant's common stock in the transaction. Two of R-Tec Machine
Tool shareholders, Douglas G. Hastings and Gary A. Clayton, are also officers,
directors and major shareholders of the Registrant. The other two shareholders
of R-Tec Machine Tool are Walter T. Hinkle and Joseph E. Hawkins. R-Tec Machine
Tool leases space in the same building used by the Registrant as its primary
business location.
Pursuant to the Agreement, the Registrant acquired all of the issued and
outstanding stock of R-Tec Machine Tool. The Registrant now owns all of the
assets of R-Tec Machine Tool and is subject to all of its liabilities. The
principle assets include machine tool equipment. The assets acquired were valued
at approximately $195,500 as of the June 30, 2001, unaudited balance sheet date.
The R-Tec Machine Tool assets include various pieces of machine tool equipment
such as mills and lathes. This equipment is used in the machining of component
parts for various high tech products including the sockets and automation
equipment produced by the Registrant's subsidiary, R-Tec Corporation. R-Tec
Corporation has been the major customer of R-Tec Machine Tool. Significant other
customers include Micron Technology, Hewlett Packard and SCP Global
Technologies.
The Registrant, through its subsidiaries, currently provides custom automation
services and IC interconnect devices for the high-tech industry. It provides
custom solutions through prototype development, tooling, manufacturing and
consulting services. R-Tec Interconnect, Inc., also a subsidiary of R-Tec
Holding, designs and manufactures burn-in sockets, high performance test sockets
and interconnect devices for the IC chip industry. Management believes the
acquisition of R-Tec Machine Tool will enable the Registrant, through its
subsidiaries, to more effectively manufacturer and produce its products.
Balukoff, Lindstrom & Co., P.A., the independent auditors for the Registrant
will conduct an audit of R-Tec Machine Tools in July and August, 2001. The
required financial statements will then be prepared and filed in a Form 8-K on
or within 60 days from July 18, 2001, the required date for filing the initial
report on Form 8-K.
c) Exhibits 99.12
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
R-Tec Holding, Inc.
(Registrant)
Date: July 17, 2001 By: /s/ Douglas G. Hastings
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Douglas G. Hastings
President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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99.12 Share Exchange and Reorganization Agreement