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
March 12, 1997
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Date of Report (Date of earliest event reported)
BRIDGESTONE CORP.
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(Exact name of Registrant as specified in its charter)
Delaware 33-33092-D 84-1130227
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State or other jurisdiction Commission File IRS Employer Identification
of incorporation Number Number
10639 Roselle Street, Suite B, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
(619) 552-0001
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Registrant's telephone number, including area code
303 East Seventeenth Avenue, Suite 800, Denver, Colorado 80203-1260
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 12, 1997 (the "Closing Date"), Bridgestone Corp. (the
"Company") completed a reverse acquisition (the "Acquisition") of Image
Technology, Inc., a Nevada corporation having its headquarters in San Diego,
California ("ITI"). See Item 2 below. The Acquisition was consummated
pursuant to a Plan and Agreement of Reorganization (the "Agreement") among the
Company, ITI, and the shareholders of ITI.
Pursuant to the Agreement, the founding stockholders of the Company
returned a total of 6,000,000 of their shares of the Company's common stock,
par value $0.00001 per share (the "Common Stock"), to the Company, thus
increasing the number of authorized but unissued shares of Common Stock from
445,000,000 to 451,000,000. On the Closing Date, the Company issued a total
of 450,000,000 shares of Common Stock to a total of 15 persons and entities,
who immediately prior to the Acquisition constituted all of the shareholders
of ITI ("ITI Shareholders"). Simultaneously, the ITI Shareholders transferred
to the Company 100% of the authorized and outstanding stock of ITI. The
Company also issued 1,000,000 shares of Common Stock to an individual who
served as a finder on behalf of the Company in connection with the
Acquisition.
As a result of the issuance of stock by the Company in the Acquisition,
the Company has 500,000,000 shares of common stock outstanding, of which the
ITI Shareholders now collectively hold 90.0%. Two of the individual ITI
Shareholders, Walter G. Fuller and Janice Lee Welch, now hold 30.0% and 7.7%,
respectively, of the outstanding shares of the Company. In addition, two of
the entity ITI Shareholders, The J&S Trust (of which Janice Lee Welch is
Trustee) and the Litchin Family Partnership now hold, respectively, 35.0% and
7.6% of the outstanding shares of the Company. No other person holds as much
as 5.0% of the outstanding shares of the Company, and the historical
controlling stockholders of the Company no longer hold a controlling interest
in the Company. As used in the immediately preceding sentence, the phrase
"historical controlling stockholders" includes each stockholder who,
immediately prior to the Acquisition, held of record 5.0% or more of the
voting stock of the Company. Such stockholders were Lincoln W. Anderson,
Maurice LaFlamme, Ronald J. Miller, Robert Neece, and Eric Sundsvold.
In accordance with the Agreement, Robert Neece, the Company's sole
officer and director, resigned each of his positions with the Company,
effective as of the Closing Date, and the director vacancies were filled by
persons nominated by ITI's management. Under the terms of the Agreement,
however, Mr. Neece retains a right to designate one person (including himself)
to be a member of the Company's board of directors at any time prior to the
first anniversary of the Closing Date.
In connection with the Acquisition, each of the ITI Shareholders
executed an agreement under which their shares are not to be sold or otherwise
transferred, in the absence of special circumstances, prior to the second
anniversary of the Closing Date.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
In the Acquisition (see Item 1, above), the Company acquired 100% of the
authorized stock of ITI, making ITI the wholly owned subsidiary of the
Company. The terms of the Acquisition were determined by arm's-length
bargaining. Prior to the Acquisition, there were no material relationships
between the Company, its management, or any of its affiliates, on the one
hand, and ITI, its management, or any of its affiliates, on the other.
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ITI is a provider of systems for the automated preparation and
dispensing of motor vehicle registration forms and license-plate decals. ITI
has a prime contract with the State of Indiana and a subcontract with the
State of Maryland under which ITI provides those states with, among other
things, ITI's AP2101A printer/dispenser. The ITI system provides state motor
vehicle agencies with comprehensive sticker decal inventory control and
management, and real-time interconnection with the state's motor-vehicle
computer network. ITI also supplies related support services.
Revenue is generated principally from transaction fees received by ITI
for each motor vehicle registered through the use of the ITI system. ITI
anticipates that it will issue approximately 13,000,000 motor vehicle
registrations for the State of Indiana over the three-year contract period
that commenced in November of 1996. ITI estimates that the Indiana contract
will generate revenue of $11.5 million. There is an option to renew the
contract for an additional year. ITI estimates that another $5,000,000 in
revenue will be realized should the option be exercised.
ITI was formed in April of 1992, and remains in the development stage.
ITI experienced a loss of approximately $400,000 during its past fiscal year.
Primarily as a result of the contract with the State of Indiana, which became
effective on November 1, 1996, and which began to generate significant revenue
only in January of 1997, however, revenues are projected to be at least
$1,800,000 in calendar year 1997. This projection does not include any
revenue from contracts with additional governmental agencies which may be
executed during the year.
In addition to the Indiana and Maryland contracts, a substantial portion
of the assets underlying the securities acquired from the ITI Shareholders is
represented by two U.S. patents covering components and configurations
utilized in ITI's AP2101A printer. The Company also has an exclusive supply
contract with 3M Company under which the Company obtains proprietary materials
used in the AP2101A printers to produce the motor-vehicle registration forms
and the license plate stickers.
The Company intends to seek to expand ITI's historical operations into
additional states, and to continue to use the assets acquired in essentially
the same manner as previously utilized by ITI.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements of ITI and, consequently, the pro
forma financial statements required by Item 2 are not available at this time,
and the Company believes that providing said statements within the time
required by Form 8-K is impracticable. The Company intends to file said
statements by amendment as soon as shall be practicable, but in no case later
than May 27, 1997, which is sixty days from the date this current report on
Form 8-K is due.
(b) Pro Forma Financial Information
See Item 7(a) above.
(c) Exhibits
(10.1) Plan and Agreement of Filed herewith electronically
Reorganization, dated
March 7, 1997.
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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.
BRIDGESTONE CORP.
Dated: March 27, 1997 By /s/ Nicholas Litchin
Nicholas Litchin
Vice Chairman
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