SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) - December 6, 2002
DISTINCTIVE DEVICES, INC.
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(Exact name of registrant as specified in its charter)
New York 0-2749 13-1999951
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Bridge Plaza, Ste. 100, Fort Lee, NJ 07024
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (201) 363-9922
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N/A
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(Former Name or Former Address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On December 6, 2002, Distinctive Devices, Inc., a Delaware corporation
(the "Company"), through its wholly-owned subsidiary, Distinctive Devices
(India) Private Limited (the "Buyer"), purchased 99.99% of the equity capital of
RealTime Systems Limited, an Indian corporation ("RTS"), from RealTime Holdings
Private Limited ("RTH"), pursuant to a Share Purchase Agreement, dated as of
December 6, 2002, between the Buyer and the Seller.
The purchase price was Rs. 22,260/- (Twenty Two Thousand and Two
Hundred and Sixty Rupees), equivalent to US$459. The Company had been offered
the opportunity for this acquisition because it arranged for RTH $600,000 in
funding that RTH needed to reach a settlement in India with its creditors.
Sanjay S. Mody, Chief Executive Officer, President, Chief Financial
Officer, Treasurer and Director of the Company, and Mr. Shrikant Mehta, a
Director of the Company, also served as members of the Board of Directors of
Real Time Access, Inc. ("RTA"). In addition, Mr. Mody is a small stockholder of
RTA. RTA had previously granted the Company marketing and distribution rights in
four Eastern European countries. RTA had been the owner of RTS. In April 2002,
RTA filed a voluntary petition for reorganization under Chapter 11 of the
federal bankruptcy laws. Prior to the filing of such petition, RTA had ceased
its relationship with RTH and ceded its ownership in RTS back to RTH.
The Company will operate RTS through the Buyer. RTS is engaged
primarily in the international telecommunications industry. RTS manufactures
multi-line access equipment for land line and digital subscription line ("DSL")
use. Such equipment allows for a more efficient use of bandwidth in order to
increase the carriage capacity of existing land lines and DSLs and allows for
multiple calls per line. This acquisition assures the Company of an ongoing
production source for multi-line and DSL equipment as the Buyer shall market the
manufactured products of RTS to governments and small businesses in developing
countries, such as China, India, Russia, Nepal, the Ukraine, Bulgaria and
Turkey.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired.
(1) Any audited financial statements required by this Item will be
filed with an amendment to this Form 8-K within the specified time period.
(2) Any unaudited financial statements required by this Item will be
filed with an amendment to this Form 8-K within the specified time period.
(b) Pro Forma Financial Information.
Any pro forma financial statements required by this Item will
be filed with an amendment to this Form 8-K within the specified time period.
(c) Exhibits
2 Share Purchase Agreement, dated as of December 6, 2002,
between Distinctive Devices (India) Private
Limited and RealTime Holdings Private Limited.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DISTINCTIVE DEVICES, INC.
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(Registrant)
Dated: December 20, 2002 By /s/ Sanjay S. Mody
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Sanjay S. Mody, President and CEO