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
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 23, 1997
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ADVANCED MATERIALS GROUP INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-16401 33-0215295
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
20211 Susanna Road, Rancho Dominguez, CA 90221
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(Address of Principal Executive Offices) (Zip Code)
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(Former Name or Former Address, If Changed Since Last Report)
ITEM 5. OTHER MATTERS
On July 23, 1997, the Company announced the repurchase of 2,000,000
shares of its common stock from its majority shareholder, Trilon Dominion
Partners, LLC ("Tri1on"). The repurchased shares represented 19% of the
Company's 10,480,689 outstanding shares. The shares were repurchased at a
price of $1.75 per share, which represents a 14% discount from the $2.03
closing price on July 22, 1997, and a 17% discount from the $2.11 average
closing price over the five trading days prior to the repurchase. The
transaction was funded primarily with available cash.
Prior to the repurchase, Trilon owned 3,600,807 shares (4,565,807
shares on a fully diluted basis assuming exercise of warrants), or
approximately 34.4% of the 10,480,689 shares then outstanding (39.9% on a
fully diluted basis). Trilon remains the Company's largest shareholder with
1,600,807 shares, but Trilon's interest in the Company has been reduced to
18.9%. Trilon's Chief Executive Officer, Robert W. Cantwell, continues as a
director of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Stock Repurchase Agreement dated July 22, 1997, between the
Registrant and Trilon
99.2 Press Release dated July 23, 1997
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.
Dated: August 7, 1997 ADVANCED MATERIALS GROUP, INC.
By: /s/ J. Douglas Graven
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Vice President and CFO
(Principal Financial Officer and
Principal Accounting Officer)