1
===============================================================================
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
April 1, 1999
Date of Report (Date of earliest event reported)
PH GROUP INC.
(Exact name of Registrant as specified in its charter)
Ohio 0-8115 31-0737351
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2365 Scioto Harper Drive, Columbus, OH 43204
(Address of Principal Executive Offices) (Zip Code)
(614) 279-8877
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
-----------------------
===============================================================================
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Effective April 1, 1999 (the "Closing Date"), the Registrant, PH
Group Inc. ("PHHH"), purchased substantially all of the assets of Vertech
Systems, LLC, a Delaware limited liability company with operations based at 6125
West Sam Houston Parkway, North, Suite 406, Houston, Texas ("Seller"), pursuant
to an Amended and Restated Asset Purchase Agreement between the Seller and PHHH
dated April 1, 1999 (the "Agreement"). Prior to the Closing Date, the Seller was
engaged in the design, manufacture and sale of small insert injection molding
machines (the "Business").
PHHH purchased, among other things, all of the Seller's licenses and
permits, deposits, inventory, equipment, accounts receivable and purchase orders
including all work in progress. Under the Agreement, Seller licensed to PHHH
certain intangible assets relating to the Business including all of Seller's
trademarks, trade names, trade secrets, corporate names, designs, patents and
other intellectual property related to the Business. Upon payment in full of the
promissory notes described below, title to the intangible assets transfers to
PHHH.
As consideration for the sale and purchase of the assets and the
license of the intangible assets, PHHH:
(i) delivered a promissory note in the principal amount
of $650,000 payable over approximately four years,
(ii) assumed certain contractual obligations of the Seller
including certain trade payables not exceeding
$100,000 in the aggregate,
(iii) delivered a promissory note in the principal amount
of $350,000 payable over two years,
(iv) paid the Seller $25,000 at closing in addition to the
$25,000 already paid the Seller,
(v) issued 50,000 shares of common stock of PHHH to the
members of the Seller,
(vi) agreed under Section 3.2 of the Agreement to make
certain contingent payments to the Seller in the
future based on a certain percentage of the gross
revenue (less deductions) derived from the sale of
Vertech machines (as defined in the Agreement), and
(vii) agreed under Section 3.3 of the Agreement to make
certain royalty payments to the Seller in the future
based on a certain percentage of the gross revenue
(less deductions) derived from the sale of Vertech
machines (as defined in the Agreement).
The cash paid at or prior to closing by PHHH was derived from cash on
hand.
-2-
3
(b) Certain of the assets purchased by PHHH constitute equipment and
other physical property. Such assets were used by Seller in the operation of the
Business. Any assets not needed by PHHH in the continued operation of the
Business will be sold.
The Agreement between Seller and PHHH is attached hereto as Exhibit 2.1
and is incorporated herein by reference. The foregoing description of the
acquisition is qualified in its entirety by reference to the Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. The required
financial statements are not included in this initial report and will be filed
not later than June 15, 1999.
(b) Pro Forma Financial Information. The required pro forma
financial information is not included in this initial report and will be filed
not later than June 15, 1999.
(c) Exhibits.
The following exhibits are filed as part of this Report:
Exhibit No. Description
----------- -----------
2.1 Amended and Restated Asset Purchase
Agreement, dated as of April 1,
1999, by and between PH Group Inc.
and Vertech Systems, LLC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PH GROUP INC.
April 13, 1999 By: /s/ Charles T. Sherman
------------------------------
Name: Charles T. Sherman
Title: President
-3-
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Amended and Restated Asset Purchase Agreement, dated
as of April 1, 1999, by and between PH Group Inc. and
Vertech Systems, LLC
-4-