SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: September 22, 1997
COVENTRY INDUSTRIES CORP.
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(Exact name of registrant as specified in its charter)
FLORIDA 000-22653 65-0353816
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
7777 Glades Road, Suite 211
Boca Raton, Fl 33434
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(Address of executive offices and Zip Code)
Registrant's telephone number, including area code: 561-488-4802
not applicable
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(Former name or former address, if changed since last report)
The Registration hereby amends its Report on Form 8-K as filed with the
Securities and Exchange Commission on September 22, 1997 as follows:
Item 2. Acquisition or Disposition of Assets.
The calculation of the consideration paid by the Company in the
acquisition of LPS was equal to approximately 32% of the then current
annualized revenues of LPS of approximately $3 million. Management of the
Company made the determination as to the consideration to be paid based upon
their internal analysis of LPS. Pursuant to the terms of the agreement for the
acquisition of LPS, the sellers are required to deliver to the Company a
fairness opinion as to the amount of consideration tendered by the Company in
the share for share exchange. In the event such fairness opinion does not
support the exchange ratio, such exchange ratio shall be adjusted by mutual
agreement between the parties.
In August 1997 LPS purchased the assets out of bankruptcy of Kedac,
Inc., an unaffiliated third party, which such assets consisted for
substantially all of the existing operating assets, accounts receivable,
furniture and equipment and general intangibles, including the trade name
"Lantana Peat & Soil" for a total consideration of $190,000 in cash and the
assumption of $750,000 of notes with a financial institution. As set forth in
Item 1. Description of Business, in September 1997 the Company purchased 100%
of the issued and outstanding stock of LPS from its shareholders, who includes
Mrs. Hausman and Mrs. Rutstein, in exchange for 270,000 shares of the
Company's restricted Common Stock in a private transaction exempt from
registration under the Act in reliance on Section 4(2) thereof. The fair value
of the assets acquired differed from the approved assets in the bankruptcy
court of approximately $419,000 (liquidation value) in that the existing plant
and equipment was valued at approximately $100,000 over book value. The
additional difference was an increase in the amount of inventory from the time
of the bankruptcy approval and the actual acquisition date of the assets by
the Company. The liabilities assumed differ from the assumed liabilities in
the bankruptcy in that all of the assumed liabilities were exchange for the
Company's Series F 7% Cumulative Non-Participating Preferred Stock and the
$390,000 of liabilities were liabilities that were part of LPS Acquisition
Corp. and not Kedac.
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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 hereunto duly authorized.
Date: July 1, 1998 By: /s/ Robert Hausman
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Robert Hausman,
President
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