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: October 19, 1999
(Date of earliest event reported)
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VENTURI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-25183 87-0580279
(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation) Identification Number)
763 NORTH 530 EAST 84097
OREM, UTAH (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (801) 235-9552
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Item 2. Acquisition or Disposition of Assets
On October 19, 1999, Venturi Technologies, Inc. (the
"Company") entered into a Restated Global Agreement for Purchase and Sale,
pursuant to which the Company agreed to acquire all of the assets of six
related partnerships and all of the outstanding stock of four related
corporations, in separate closings between October 1999 and January 2000. The
entities are all engaged in the professional carpet cleaning services
business in the states of Colorado, Florida, Arizona, Nevada, Oregon, Georgia
and Washington, and in the province of British Columbia, Canada.
The consideration for the assets and stock consists of a
total of $1,650,000 cash, promissory notes in the aggregate principal amount
of $3,200,000 (which will be amortized over 15 years and require a balloon
payment in three years, with interest on the unpaid principal accruing at 9%
per annum) and a total of 800,000 shares of restricted Venturi common stock,
which is to be valued at $4.00 per share for purposes of this transaction.
The cash portion of the purchase price is from general working capital of the
Company. The purchase price was arrived at as a multiple of adjusted EBITDA
(earnings before taxes, interest, depreciation and amortization). Mitchell J.
Martin and Lloyd E. Peterman, the principals of the MPI entities, will become
employees of Venturi as part of the acquisition.
The partnerships whose assets are being acquired are as
follows: MPI of Arizona, MPI of Nevada, MPI of Washington, MPI of Southern
Florida, MPI of Northern Florida and MPI of Georgia. The corporations whose
stock is being acquired are as follows: Martin & Peterman, Inc.; MPI of
Florida, Inc.; MPI of Oregon, Inc.; and 593693 B.C. LTD., doing business as
Sunburst Carpet Services.
Each of the partnerships whose assets is being acquired is
a Colorado general partnership whose 51% partner is All Fours Distributing,
Inc., a Colorado corporation with all of its stock owned by Mitchell J.
Martin and Lloyd E. Peterman. Each of the corporations whose stock is being
acquired, with the exception of 593693 B.C. LTD, is a Colorado corporation
with all of its outstanding stock owned by Messrs. Martin and Peterman.
593693 B.C. LTD is a British Columbia, Canada, corporation whose stock was
acquired 51% from All Fours Distributing, Inc. and 49% from Jason Dupuis
(49%).
The assets of the partnerships and the corporations being
acquired consist primarily of carpet cleaning equipment, inventory, cash,
accounts receivable, customer lists and good will. The Company intends to
sell the used carpet cleaning equipment in the open market, and to replace it
with proprietary Venturi equipment.
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Pursuant to the Global Agreement for Purchase and Sale, on
October 19, 1999, the Company acquired the assets of MPI of Nevada, a
Colorado corporation, and the stock of 593693 B.C. LTD., a British Columbia,
Canada, corporation doing business under the name Sunburst Carpet Services.
The consideration for the assets of MPI of Nevada consisted of $20,000 cash,
10,000 shares of the Company's common stock and a promissory note in the
principal amount of $40,000. The promissory note accrues interest at the rate
of 9% per annum and is amortized over a 15 year term, with a balloon payment
due in three years. The Company also assumed certain debt and liabilities in
the total amount of approximately $90,000. The consideration for the stock of
593693 B.C. LTD. consisted of $50,000 cash and the assumption of certain debt
and liabilities in the total amount of approximately $19,000.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Because of the interconnected nature of their financial
record keeping, it is impracticable to provide the required financial
statements for MPI of Nevada and 593693 B.C. LTD until all of the related
entities have been acquired, which is presently scheduled for the end of
January 2000. The required financial statements will be filed no later than
sixty (60) days after the closing of the last of the related entities being
acquired by the Company.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(c) EXHIBITS.
The following are filed as exhibits to this Form 8-K:
Item No. Exhibit
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10.62 Restated Global Agreement for Purchase and
Sale between Venturi Technologies, Inc. and
various seller entities as described
therein, dated October 19, 1999
10.63 Agreement for Purchase and Sale of Assets
between MPI of Nevada, a Colorado general
partnership, and Venturi Technologies, Inc.
dated October 19, 1999
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10.64 Stock Purchase Agreement between All Fours
Distributing, Inc. and Jason Dupuis (as the
shareholders of 593693 B.C. LTD.) and
Venturi Technologies, Inc. dated October 19,
1999
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.
VENTURI TECHNOLOGIES, INC.
/s/ Gaylord M. Karren
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Gaylord M. Karren
Chairman and Chief Executive Officer
Date: November 10, 1999
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