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): March 31, 2004
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SANDSTON CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 0-21142 38-2483796
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
40950 Woodward Avenue, Suite 304, Bloomfield Hills, Michigan 48304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 723-3010
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On March 31, 2004, NC Acquisition Corporation, a Michigan corporation,
acquired substantially all of Nematron Corporation's assets in exchange for the
forgiveness of subordinated debt of $4,400,000, accrued interest thereon of
$1,060,000 and an assumption of all of Nematron's liabilities (see Item 2
below). As a result of the asset and liability sale, Nematron became a "public
shell" with its only assets being $30,000 in retained cash. On April 1, 2004,
Nematron executed a five-for-one reverse stock split of it's common stock, and
then sold 5,248,257 post-split shares to Dorman Industries, LLC ("Dorman
Industries"), a Michigan corporation with a principal address of 40950 Woodward
Avenue, Suite 304, Bloomfield Hills, Michigan 48304. Dorman Industries is
controlled by Mr. Daniel J. Dorman. On April 1, 2004, Nematron also changed its
name to Sandston Corporation. Pursuant to the purchase of the shares by Dorman
Industries, Dorman Industries owns 62.5% of the outstanding common stock of
Sandston Corporation, and Mr. Dorman is one of three directors of Sandston
Corporation.
The purchase price for the 5,248,257 post-reverse split shares
purchased by Dorman Industries was $50,000 cash and was not obtained through a
bank loan, otherwise borrowed, or otherwise obtained for the specific purpose of
acquiring the shares.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 31, 2004, Nematron Corporation, subsequently renamed Sandston
Corporation (see Item 1 above), sold all of its tangible and intangible assets,
including its real estate, accounts, equipment, intellectual property,
inventory, goodwill, and other intangibles, except for $30,000 in cash, (the
"Net Asset Sale"), to NC Acquisition Corporation ("Purchaser") pursuant to an
Asset Purchase Agreement dated March 31, 2001. Purchaser acquired substantially
all of Nematron Corporation's assets in exchange for the forgiveness of
subordinated debt of $4,400,000, accrued interest thereon of $1,060,000, and the
assumption of all of Nematron's other liabilities. The total acquisition price
of approximately $13,850,000, which is the amount of the liabilities assumed by
Purchaser, exceeded the book value of Nematron's assets by approximately
$3,850,000 at the date of the Net Asset Sale.
Purchaser, an entity formed for the purpose of acquiring the assets and
liabilities of Nematron, is believed to be owned and controlled by Nematron's
subordinated debt lenders. Sandston believes that the ownership interest of
Purchaser is proportional to the owners' percentage ownership of subordinated
debt and accrued interest. The Purchaser's owners are believed to include a)
North Coast Technology Investors, L.P., an entity of which Mr. Hugo Braun is a
partner, b) Mr. Ronald C. Causley, c) Mr. Joseph Fitzsimmons, and d) three
unrelated persons. North Coast Technology Investors is believed to own
approximately 90% of NC Acquisition Corporation.
Mr. Hugo Braun is a former director of Nematron and, through North
Coast Technology Investors, was also its senior lender from July 15, 2003 to the
date of the Net Asset Sale. Messrs. Causley and Fitzsimmons were directors of
Nematron at the date of the Net Asset Sale, and Mr. Causley is the president of
A-OK Controls Engineering, Inc., a wholly owned subsidiary of Nematron. Prior to
the transaction, Mr. Braun beneficially owned 1,050,000 shares of Common Stock
of Nematron; Mr. Causley owned 624,086 shares of Common Stock, and Mr.
Fitzsimmons owned 45,000 shares of Common Stock.
The Net Asset Sale was more fully described in Nematron's definitive
proxy materials circulated to shareholders for its January 13, 2004 Annual
Meeting of Shareholders and was approved by the shareholders at such meeting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2(a) Asset Purchase Agreement dated March 31, 2004 between NC
Acquisition Corp., as Purchaser and Nematron Corporation, as
Seller.
99(a) Press Release announcing 5 for 1 reverse stock split, name
change and sale of assets and liabilities.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereby duly authorized.
April 15, 2004 Sandston Corporation
/s/ Daniel J. Dorman
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By: Daniel J. Dorman
Chairman
EXHIBIT INDEX
2(a) Asset Purchase Agreement dated March 31, 2004 between NC
Acquisition Corp., as Purchaser and Nematron Corporation, as
Seller.
99(a) Press Release announcing 5 for 1 reverse stock split, name
change and sale of assets and liabilities.