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): December 4, 2002
AVAILENT FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-02252 313-1976670
(State of other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) Number)
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2720 STEMMONS FREEWAY, SOUTH TOWER, SUITE 600, DALLAS, TEXAS 75207
(Address of principal executive offices) (Zip Code)
(214) 637-2972
(Registrant's telephone number, including area code)
SEACREST INDUSTRIES CORPORATION
(Former name, former address and former fiscal year,
if changed since last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
(a) General. On December 4, 2002, the stockholders of Availent
Financial, Inc., a Texas corporation ("Availent-Texas"), including, without
limitation, Patrick A. McGeeney, a director and President of Availent Financial,
Inc., a Delaware corporation formerly named SeaCrest Industries Corporation (the
"Corporation") and Availent-Texas, and Michael L. Banes, a director of the
Corporation and Availent-Texas, acquired control of the Corporation using all of
the issued and outstanding shares, par value $0.01 per share, of common stock of
Availent-Texas ("Availent-Texas Common Stock") owned and held by such
stockholders as consideration and in exchange for 54,000,000 newly issued shares
of common stock, par value $0.01 per share, of the Corporation ("Common Stock"),
or approximately 89.64% of the issued and outstanding shares of Common Stock,
pursuant to that certain Third Amended and Restated Agreement and Plan of
Reorganization, dated March 1, 2002, by and between the Corporation and
Availent-Texas (the "Reorganization Agreement").
In connection with and pursuant to the Reorganization Agreement,
Availent-Texas merged with and into the Corporation (the "Merger"), with the
Corporation as the surviving corporation of the Merger, effective as of December
4, 2002 (the "Effective Date"). In connection with the Merger and pursuant to
the Reorganization Agreement, the Corporation issued an aggregate of 54,000,000
shares of Common Stock to the stockholders of Availent-Texas in exchange for all
of the issued and outstanding shares of Availent-Texas Common Stock. Each
stockholder of Availent-Texas received 74.88673 shares of Common Stock for every
one share of Availent-Texas Common Stock owned and held by such stockholder.
Immediately after the Effective Date, 60,242,344 shares of Common Stock were
issued and outstanding and the holders of Availent-Texas Common Stock issued and
outstanding immediately prior to the Effective Date (the "New Stockholders")
owned 54,000,000 (or approximately 89.64%) and the holders of shares of Common
Stock issued and outstanding immediately prior to the Effective Date (the "Old
Stockholders") owned 6,242,344 (or approximately 10.36%) of the issued and
outstanding shares of Common Stock. There are no arrangements or understandings
between any New Stockholders and any Old Stockholders or any associates of any
of the foregoing with respect to the election of directors or any other matters,
except as contemplated by the Reorganization Agreement.
(b) Security Ownership of Certain Beneficial Owners and Management. The
following table sets forth information regarding the approximate beneficial
ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of shares of Common Stock, as of December 5,
2002, of the directors and officers of the Corporation, the directors and
executive officers of the Corporation as a group, and each holder of shares of
Common Stock known by the Corporation to beneficially own five percent (5%) or
more of the issued and outstanding shares of Common Stock.
The Corporation has relied, in connection with the preparation of the
following table and the calculation of beneficial ownership, upon information
furnished by each director, executive officer, and 5% or more stockholder of the
Corporation included in the following table, with respect to the beneficial
ownership of such director, executive officer, and 5% or more stockholder of the
Corporation. Unless otherwise indicated, the mailing address for each director,
executive officer, or stockholder of the Corporation included in the following
table is c/o Availent Financial, Inc., 2720 Stemmons Freeway, South Tower, Suite
600, Dallas, Texas 75207.
Beneficial ownership in the following table has been calculated based
on the number of issued and outstanding shares as of December 5, 2002 (excluding
shares of Common Stock held by or for the account of the Corporation or its
subsidiaries plus securities deemed to be outstanding pursuant to Rule
13d-3(d)(1) under the Exchange Act) and determined in accordance with the rules
of the Securities and Exchange
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Commission, which generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power or investment power with respect
to those securities and includes, without limitation, shares of common stock
issuable pursuant to the exercise of options or warrants that are immediately
exercisable or exercisable within sixty (60) days of the date of determination
of beneficial ownership. Such shares of common stock are deemed to be
outstanding and to be beneficially owned by the person holding those options or
warrants for the purpose of computing the percentage ownership of that person,
but are not treated as outstanding for the purpose of computing the percentage
ownership of any other person. Unless otherwise indicated, the persons included
in the following table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them, subject to
applicable community property laws.
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NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER: BENEFICIALLY OWNED TOTAL
- ------------------------------------- ------------------ ----------
DIRECTORS AND EXECUTIVE OFFICERS:
Patrick A. McGeeney (1) 20,693,852 23.3%
Michael L. Banes (2) 16,849,515 19.0%
Woody Conradt 0 0.0%
All directors and officers as a group (3 persons)...... 37,543,367 42.4%
OTHER 5% STOCKHOLDERS:
Jerry L. Armstrong (3) 7,037,443 7.9%
C. M. Ball (4)
17846 Tacoma Circle
Villa Park, CA 92681................................... 7,252,500 8.2%
Consolidated American Energy Resources, Inc.
12015 De Or Drive
Dallas, Texas 75230 7,087,335 8.0%
Consolidated American Financial Services Group, L.C.C.
12015 De Or Drive
Dallas, Texas 75230 7,087,335 8.0%
Meadow Holdings Corp.
59 Terapin Street
Mastic, New York 11950 7,087,335 8.0%
S.O.S. Resource Services
403 East Main Street
Port Jefferson, New York 11777 7,087,335 8.0%
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(1) Includes (a) 3,744,337 (4.2%) shares of Common Stock held by Michele
McGeeney, the spouse of Mr. McGeeney, of which Mr. McGeeney disclaims
beneficial ownership, (b) presently exercisable warrants to purchase
100,000 (0.1%) shares of Common Stock held by Ms. McGeeney, of which
Mr. McGeeney disclaims beneficial ownership, and (c) 16,849,515 (19.0%)
shares of Common Stock held by Mr. McGeeney and pledged by Mr. McGeeney
to Bergstrom Investment Management L.L.C. ("BIM") to secure
indebtedness in the aggregate amount of $280,000 owed by the
Corporation to BIM.
(2) Includes 16,849,515 (19.0%) shares of Common Stock held by Mr. Banes
and pledged by Mr. Banes to BIM to secure indebtedness in the aggregate
amount of $280,000 owed by the Corporation to BIM.
(3) Includes presently exercisable warrants to purchase 37,443 (less than
1%) shares of Common Stock held by Mr. Armstrong.
(4) Includes 252,500 (0.3%) shares of Common Stock held by Mr. Ball and
pledged by Mr. Ball to BIM to secure indebtedness in the aggregate
amount of $500,000 owed by the Corporation to BIM.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) General. The Merger shall have the effect set forth in the General
Corporation Law of the State of Delaware (the "DGCL"). Without limiting the
foregoing, the corporate existence of the Corporation, with all its purposes,
powers and objects, shall continue unaffected and unimpaired by the Merger and,
as the surviving corporation of the Merger, the Corporation shall be governed by
the laws of the State of Delaware and shall succeed to all rights, assets,
liabilities, properties, privileges, powers, franchises, and obligations of
Availent-Texas in accordance with the laws of the State of Delaware all with the
effect that any and all subsidiaries (wholly owned or otherwise) of
Availent-Texas shall become subsidiaries of the Corporation. As of the Effective
Date, any and all outstanding options, warrants, and other rights to purchase
any shares, or with respect to any shares, of the capital stock of
Availent-Texas were exchanged for similar rights to purchase shares, or with
respect to shares, of capital stock of the Corporation in accordance with and
pursuant to the DGCL and the Reorganization Agreement. The Reorganization
Agreement contains various representations and warranties and pre-closing and
post-closing covenants customary for merger transactions of this type. The
officers and directors of the Corporation are identical to the officers and
directors of the Corporation prior to the Effective Date.
(b) Nature of Business. Immediately prior to the Effective Date,
Availent-Texas was principally engaged, and the assets of Availent-Texas were
used, in the business, and for the purpose, of originating single-family
residential mortgage loans through Availent Mortgage, Inc., an operating
subsidiary of Availent-Texas ("Availent Mortgage"). As of and immediately after
the Effective Date, the Corporation conducted, and intended to use the assets
acquired to continue, the former business and operations of Availent-Texas
through Availent Mortgage.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired. The financial
statements required by Item 7 of Form 8-K are not included in this initial
report and will be filed by amendment to this initial report on Form 8-K not
later than February 17, 2003.
(b) Pro Forma Financial Information. The pro forma financial
information required by Item 7 of Form 8-K are not included in this initial
report and will be filed by amendment to this initial report on Form 8-K not
later than February 17, 2003.
(c) Exhibits.
Exhibit No. Description
2.1 Third Amended and Restated Agreement and Plan of
Reorganization, dated March 1, 2002, by and between Availent
Financial, Inc., a Delaware corporation formerly named
SeaCrest Industries Corporation, and Availent Financial, Inc.,
a Texas corporation (filed as Appendix A to the Definitive
Information Statement on Schedule 14C of the Corporation dated
November 14, 2002, filed with the Securities and Exchange
Commission as of November 14, 2002, and incorporated herein by
reference)
4.1 Certificate of Amendment, dated December 4, 2002, filed with
the State of Delaware on December 4, 2002
99.1 Certificate of Merger, dated December 4, 2002, filed with the
State of Delaware
99.2 Articles of Merger, dated December 4, 2002, filed with the
State of Texas
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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.
Dated: December 19, 2002. Availent Financial, Inc.
By: /s/ WOODY CONRADT
----------------------------
Name: Woody Conradt
Title: Chief Financial Officer
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INDEX OF EXHIBITS
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Exhibit No. Description
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2.1 Third Amended and Restated Agreement and Plan of
Reorganization, dated March 1, 2002, by and between Availent
Financial, Inc., a Delaware corporation formerly named
SeaCrest Industries Corporation, and Availent Financial, Inc.,
a Texas corporation (filed as Appendix A to the Definitive
Information Statement on Schedule 14C of the Corporation dated
November 14, 2002, filed with the Securities and Exchange
Commission as of November 14, 2002, and incorporated herein by
reference)
4.1 Certificate of Amendment, dated December 4, 2002, filed with
the State of Delaware on December 4, 2002
99.1 Certificate of Merger, dated December 4, 2002, filed with the
State of Delaware
99.2 Articles of Merger, dated December 4, 2002, filed with the
State of Texas
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