UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM 8-K
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 18, 1996
OMNI U.S.A., INC.
-----------------
(Exact name of registrant as specified in its charter)
Nevada 0-17493 88-0237223
------ ------- ----------
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
7502 Mesa Road, Houston, Texas 77028
_____________________________________________________________
(Address of Principal Executive Offices)
Registrants telephone number, including area code: (713) 635-6331
OMNI U.S.A., INC.
Item 1. Changes in Control of Registrant.
NONE.
Item 2. Acquisitions or Disposition of Assets.
On October 4, 1996, the Company acquired 100% of the common stock
of Butler Products Corporation ("BPC"), a Kentucky corporation
located in Butler, Kentucky. BPC is a manufacturer of stabilizer
and landing gear jacks and trailer products sold to manufacturers
and distributors of heavy duty trailers. The stock was purchased
from the sole shareholders of BPC, Messrs. Frank E. Jakubec and
Dennis W. Swim, who were unaffiliated with the Company at the time
of acquisition. Terms of the transaction included payments to the
shareholders of BPC of $225,000 in cash, $500,000 in junior
subordinated notes due in 2003, and 150,000 shares of common stock
of the Company. BPC has been engaged in the business of
manufacturing jack and trailer products for over 40 years. The
Company intends to utilize the assets of BPC to continue in that
business.
Item 3. Bankruptcy or Receivership.
NONE.
Item 4. Changes in Registrant's Certifying Accountant.
NONE.
Item 5. Other Events.
NONE.
Item 6. Resignation of Registrant's Directors.
NONE.
Item 7. Financial Statements & Exhibits.
It is currently impracticable to provide all of the required
historical and pro forma financial information. The Company will
provide the required historical and pro forma financial
information as soon as possible, but in any event, not later than
December 15, 1996.
For the eight months ended August 31, 1996, unaudited summary
income statement data for Butler Products Corporation included:
Net Sales $1,926,455
Cost of Goods 1,601,693
----------
Gross Margin 324,762
Operating expenses 213,862
----------
Operating income 110,900
As of August 31, 1996, unaudited summary balance sheet data for
Butler Products Corporation included:
Current assets $ 787,878 Current liabilities 518,813
Net fixed assets 297,078 Long-term liabilities 309,068
--------- -------
Stockholders' equity 257,075
Total liabilities and
Total assets 1,084,956 stockholders' equity 1,084,956
Exhibits include:
10.9 Butler Products Corporation Share Purchase Agreement dated
October 1, 1996, together with exhibits as follows:
-Junior Subordinated Promissory Note to Frank E. Jakubec
-Junior Subordinated Promissory Note to Dennis W. Swim
-Employment Agreement between Butler Products Corporation
and Frank E. Jakubec
-Employment Agreement between Butler Products Corporation
and Dennis W. Swim
-Noncompetition Agreement between Butler Products Corporation
and Frank E. Jakubec
-Noncompetition Agreement between Butler Products Corporation
and Dennis W. Swim
OMNI U.S.A., INC.
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.
OMNI U.S.A., INC.
-----------------
(Registrant)
Date: October 18, 1996 By: /s/ Robert S. Moore II
----------------------------
Robert S. Moore II
Executive Vice President &
Chief Financial Officer