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OMB APPROVAL
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OMB Number: 3235-0060
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 22, 2002
DEVELOPED TECHNOLOGY RESOURCES, INC.
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(Exact Name of registrant as specified in its chapter)
MINNESOTA 0-21394 41-1713474
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(State or other jurisdiction (Commission File Number) (IRS employer
of Incorporation) Identification No.)
5223 INDUSTRIAL BOULEVARD, EDINA, MINNESOTA 55439
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(Address of principal executive offices & Zip Code)
(952) 820-0022
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Registrant's telephone number, including area code
NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 22, 2002, Developed Technology Resources, Inc. (the
"Company"), completed the sale of its member interest in Foodmaster
International, LLC, a Delaware limited liability company ("Foodmaster"), in a
transaction whereby the Company's interest was redeemed by Foodmaster under the
terms of a LLC Interest Redemption Agreement dated March 4, 2002.
Prior to the completion of the transaction, and pursuant to the terms
of a Limited Liability Company Agreement dated as of March 3, 1997, the Company
had a 30% interest in Foodmaster, and two other members, API Dairy Partners, LP,
a Delaware limited partnership, and Agribusiness Partners International, LP II,
a Delaware limited partnership together owned a 70% interest. Foodmaster owned
and operated dairies and dairy processing facilities in the country of
Kazakhstan. The Company determined to sell its interest in Foodmaster because it
needed cash to continue its operations, and did not anticipate any profits or
material cash distributions from Foodmaster for several years.
In the transaction with Foodmaster, the Company received $500,000 in
cash and two unsecured promissory notes executed by Foodmaster in the principal
amounts of $500,000 each, with interest at the rate varying between 8% and 18%
per annum, depending upon timeliness of payment under the notes. One note is due
September 30, 2002, and the second note is due March 31, 2003. If both notes are
paid on or before June 30, 2002, interest will be 8% per annum and the principal
payments due under both notes will be $900,000, instead of $1,000,000, giving
Foodmaster a $100,000 discount for early payment.
Until both $500,000 notes are fully paid, the LLC Interest Redemption
Agreement prohibits Foodmaster and its remaining members from (i) selling any
assets of Foodmaster, except in the ordinary course of business, (ii)
distributing any assets of Foodmaster to its members, (iii) merging Foodmaster
with any other entity, and (iv) issuing any member interest to any other party,
except for fair value and where there is no change of control of Foodmaster.
The LLC Redemption Agreement contains provisions for the
indemnification of the parties to this agreement for breaches of
representations, warranties and covenants contained in the agreement, and
relieves the Company from any obligation under the Foodmaster Limited Liability
Agreement, other than its agreement not to compete with Foodmaster in
Kazakhstan.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Not Applicable
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not Applicable
(b) PRO-FORMA FINANCIAL INFORMATION
To be filed by amendment.
(c) EXHIBITS
Exhibit 99 - LLC Interest Redemption Agreement dated March 4, 2002
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not Applicable.
DEVELOPED TECHNOLOGY
RESOURCES, INC.
DATED: MARCH 29, 2002 By: /s/ LeAnn C Hitchcock
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Chief Financial Officer