UNITED STATES
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 30, 1999
ADDvantage Media Group, Inc.
(Exact name of Registrant as specified in its charter)
Oklahoma 1-10799 73-1351610
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
808 North 16/th/ Street
Broken Arrow, Oklahoma
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(Address of principal executive offices)
74012
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(Zip code)
(918) 251-9121
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(Registrant's telephone number, including area code)
ITEM 1. Changes in Control of Registrant.
On September 30, 1999, the former shareholders of DRK Enterprises, Inc.
d/b/a TULSAT, an Oklahoma corporation ("TULSAT"), assumed control of the
Registrant pursuant to the Securities Exchange Agreement (the "Agreement")
entered on September 16, 1999, by and among ADDvantage Media Group, Inc. (the
"Registrant") and 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"). In accordance with the Agreement, the existing officers and
directors of the Registrant other than Gary W. Young tendered their
resignations. Mr. Young, as the sole remaining director, appointed the new
officers of the Registrant. David E. Chymiak was appointed Chairman of the
Board and Kenneth A. Chymiak was appointed President and Chief Executive Officer
of the Registrant.
Mr. Young also named David E. Chymiak, Kenneth A. Chymiak, Stephen J. Tyde
and Freddie H. Gibson as new directors to the Board of Directors of the
Registrant and they will take office effective October 18, 1999 which is 10 days
after the Disclosure Statement disclosing these events was first sent to
shareholders of the Registrant pursuant to Rule 14f-1 promulgated under the
Securities and Exchange Act of 1934, as amended. See discussion under Item 2.
below.
ITEM 2. Acquisition or Disposition of Assets.
On September 30, 1999, the Registrant and the Shareholders consummated the
transactions contemplated by the Agreement. Pursuant to the Agreement, the
Shareholders transferred to the Registrant all of the issued and outstanding
common stock of TULSAT, along with certain promissory notes issued by TULSAT, in
favor of the Shareholders, in the aggregate original principal amount of $10
million in exchange for 8,000,000 shares of the Registrant's common stock, par
value $.01 per share, 200,000 shares of newly issued Series A 5% Cumulative
Convertible Preferred Stock of the Registrant, par value $1.00 per share, with a
stated value of $40.00 per share (which are convertible into shares of the
Registrant's common stock at a price of $4.00 per share), and 300,000 shares of
newly issued Series B 7% Cumulative Preferred Stock of the Registrant, par value
$1.00 per share, with a stated value of $40.00 per share.
As a result of this transaction, TULSAT became the wholly owned subsidiary
of the Registrant and the Shareholders own approximately eighty-two percent
(82%) of the issued and outstanding common stock of the Registrant and one
hundred percent (100%) of the issued and outstanding preferred stock of the
Registrant. See discussion under Item 1. above.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements.
Audited financial statements of DRK Enterprises, Inc. for the year ended
December 31, 1998 were included as an Exhibit to the Current Report of Form 8-K
filed on September 24, 1999. As of the date of the filing of this Current
Report on Form 8-K, it is impracticable for the Registrant to provide the
complete financial statements required by Item 7(a) of Form 8-K. Such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after October 15, 1999.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the pro forma financial information required by
Item 7(b) of Form 8-K. Such financial information shall be filed by amendment
to this Form 8-K no later than 60 days after October 15, 1999.
(c) Exhibits.
The Exhibits to this report are listed in the Exhibit Index set forth elsewhere
herein.
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.
ADDvantage Media Group, Inc.
Dated: October 14, 1999 By: \s\ Gary W. Young
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Gary W. Young, Executive Vice -- President
Finance and Administration
EXHIBIT INDEX
Exhibit Number Description
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2.1 .......... The Securities Exchange Agreement, dated as of September 16,
1999, by and among ADDvantage Media Group, Inc. and 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
is incorporated by reference to the Current Report on Form 8-K
filed by the Registrant on September 24, 1999
2.2 .......... The Amendment and Clarification of the Securities Exchange
Agreement, dated as of September 16, 1999
4.1 .......... Certificate of the Designation, Preferences, Rights and
Limitations of ADDvantage Media Group, Inc. Series A 5%
Cumulative Convertible Preferred Stock and Series B 7%
Cumulative Preferred Stock as filed with the Secretary of State
of Oklahoma on September 30, 1999