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 17, 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 17, 2001, R-Tec Holding, Inc., ("the Registrant") acquired certain
assets from Browand, LaMeire & Associates, Inc., an Oregon corporation, pursuant
to an Asset Purchase Agreement (the "Agreement") by and between the Registrant
and Browand, LaMeire & Associates and its two shareholders, Bill Browand and
Jeanette LaMeire. The Agreement culminated a lengthy period of discussion and
negotiation between the parties.
Under the terms of the Agreement, the Registrant acquired certain assets which
include the client list and industry contacts, certain items of office equipment
and inventory. Consideration for the acquisition was 380,000 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 provides for the shares to be issued in the
name of Browand, LaMeire & Associates, Inc. Both shareholders of Browand,
LaMeire and Associates have previously signed employment contracts with R-Tec
Corporation, a wholly owned subsidiary of the Registrant. Bill Browand is
employed as Vice President of Sales for R-Tec Corporation. Jeanette LaMeire is
employed as Vice President of Marketing and is also on the board of directors of
R-Tec Corporation. Bill Browand has also been appointed to the board of
directors of the Registrant to fill the vacancy left by the resignation of John
R. Hansen, Jr.
The Registrant now owns the purchased assets free and clear of liabilities or
liens of any nature. The office equipment and inventory were valued at
approximately $14,000 as December 31, 2000. The value of the client list and
industry contacts was reached through negotiations between the parties.
Browand, LaMeire & Associates has been the marketing firm for the Registrant for
several years prior to this Agreement. The Registrant's management entered into
lengthy discussions and negotiations with Browand, LaMeire & Associates
believing that an in-house sales and marketing unit would be more effective.
Management sought to acquire more direct control of its marketing activities and
believed the acquisition would strengthen the relationship between the
Registrant and its customers and tie the customers more closely to the
Registrant. Management also believes the hiring of the two shareholders of
Browand, LaMeire & Associates will make the marketing efforts more streamlined
and efficient. A few of the significant companies included in the customer list
are Motorola, Anadigics, Micron Technology, Hewlett Packard, Lucent
Technologies, Intel, 3com, Transmeta and SCP Global Technologies.
This document contains certain forward-looking statements, which are subject to
a number of risks and uncertainties. Some of the factors that could cause actual
results to differ materially include: business conditions and growth in the IC
chip industry and the general economy; variability of testing results;
dependence on a limited number of customers; limited availability of components;
issues associated with manufacturing the Registrant's products in large volume;
dependence on certain industries; variability of customer requirements; and
other risk factors described in the company's most recently filed SEC documents
such as its 10-KSB and 10-QSB filings dated March 30, 2001, and May 15, 2001,
respectively.
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.
Balukoff, Lindstrom & Co., P.A., the independent auditors for the Registrant
will conduct an audit of Browand, LaMeire & Associates in August and September,
2001. The required financial statements will then be prepared and filed in a
Form 8-K on or within 60 days from August 1, 2001, the required date for filing
the initial report on Form 8-K.
c) Exhibits 99.12
Item 5. Other Events.
The Registrant received a letter of resignation from board member John R.
Hansen, Jr., to be effective July 1, 2001. Mr. Hansen has served on the board of
director's since the Registrant's inception. The letter stated, "My resignation
is prompted by the need to make a position available on the board for a
candidate who can contribute business and technical expertise, as compared to my
rather limited legal background."
On July 17, 2001, the remaining members of the Registrant's board of directors
unanimously appointed Bill Browand, Vice President of Sales of Browand, LaMeire
& Associates, Inc., to fill the vacancy left by the resignation of John R.
Hansen, Jr. Mr. Browand currently serves as Vice President of Sales for R-Tec
Corporation, a wholly owned subsidiary of the Registrant. Mr. Browand obtained a
BSEE degree (Batchelor of Science in Electrical Engineering) from Penn State
University in 1979. Since that time he has worked in the high tech industry
including positions with Texas Instruments and Floating Point Systems, as a test
engineer and project manager. In 1990 he was one of the principals who started
Browand, LaMeire & Associates, Inc., a sales representative firm specializing in
the marketing and sale of test interface devices to the high tech industry. He
has been the Vice President of Sales of Browand, LaMeire & Associates since its
inception and through the years has developed extensive contacts in the high
tech industry.
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: August 1, 2001 By: /s/ Douglas G. Hastings
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Douglas G. Hastings
President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.12 Asset Purchase Agreement
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