SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 16, 1999
ADDvantage Media Group, Inc.
---------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
OKLAHOMA 1-10799 73-1351610
--------------------------- ---------- -------------------
(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File Number) Identification No.)
5100 East Skelly Drive
Meridian Tower, Suite 2800
Tulsa, Oklahoma 74135
-------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 665-8414
---------------------
N/A
---------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT. See discussion under Item 5. below.
ITEM 5. OTHER EVENTS.
On September 16, 1999, ADDvantage Media Group, Inc. (the "Registrant")
entered into a Securities Exchange Agreement (the "Agreement") with David E.
Chymiak, Kenneth A. Chymiak, as Trustee of the Ken Chymiak Revocable Trust Dated
March 4, 1992, and Susan C. Chymiak, as Trustee of the Susan Chymiak Revocable
Trust Dated March 4, 1992 (collectively, the "Shareholders"), under which the
Shareholders have agreed to transfer to Registrant all of the issued and
outstanding common stock of DRK Enterprises, Inc. d/b/a TULSAT, an Oklahoma
corporation ("TULSAT") along with certain promissory notes issued by TULSAT, in
favor of the Shareholders, in the aggregate original principal amount of
approximately $10 million in exchange for 8,000,000 shares of Registrant common
stock, 200,000 shares of newly issued Series A 5% Cumulative Convertible
Preferred Stock of Registrant, par value $1.00 per share, with a stated value of
$40.00 per share which is convertible into shares of Registrant common stock at
a price of $4.00 per share, and 300,000 shares of newly issued Series B 7%
Cumulative Preferred Stock of Registrant, par value $1.00 per share, with a
stated value of $40.00 per share. Closing of the transaction is expected to
occur on September 30, 1999, and is subject to the normal conditions to
transactions of this nature except that approval by the shareholders of
Registrant is not required. As a result of this transaction, TULSAT will become
a wholly owned subsidiary of Registrant and the Shareholders will own
approximately eighty-three percent (83%) of the issued and outstanding common
stock of Registrant and one hundred percent (100%) of the outstanding preferred
stock of Registrant. Management of TULSAT is expected to assume control of the
Board of Directors and management of Registrant at the closing.
On September 22, 1999, the common stock of the Registrant was de-listed
from Nasdaq by reason of the failure of the stock to achieve a $1.00 minimum
price for a specified period of time.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Exhibits to this report are listed in the Index to Exhibits set forth
elsewhere herein.
ITEM 8. CHANGE IN THE FISCAL YEAR.
On September 21, 1999, the Board of Directors of the Registrant approved a
change in the fiscal year of the Registrant from that used in its most recent
filing with the Securities and Exchange Commission to a new fiscal year ending
September 30. Registrant will file a Form 10-KSB for the report covering the
transition period.
-2-
SIGNATURE
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, hereunto duly authorized.
ADDVANTAGE MEDIA GROUP, INC.
Dated: September 27, 1999 By: /s/ Charles H. Hood
------------------------------
Name: Charles H. Hood
Title: President and Chief
Executive Officer
-3-
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(2) Securities Exchange Agreement, dated September 16, 1999.
(23) Consent of Tullius Taylor Sartain & Sartain
(99) Press Release of September 16, 1999, publicly announcing the signing
of the Securities Exchange Agreement. (Attached as Exhibit C to the
Securities Exchange Agreement.)
Audited financial statements of TULSAT for the year ended December 31,
1999, together with unaudited financial information of TULSAT for the
six month period ended June 30, 1999.
-4-