SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 17, 2001
EMTEC, INC.
(Exact name of Registrant as specified in Charter)
Delaware 2-54020 87-0273300
(State or other jurisdiction (Commission File No.) (IRS Employer Identification
of incorporation) Number)
817 East Gate Drive
Mount Laurel, New Jersey 08054
(Address of principal executive offices)
Registrant's telephone number, including area code: (856) 235-2121
AMERICAN GEOLOGICAL ENTERPRISES, INC
1730 South 1100 East
Salt Lake City, Utah 84105
(Registrant's former name and address)
ITEM 1. CHANGE OF CONTROL
Reference is made to Item 2, below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On January 17, 2001, Emtec, Inc., ("Emtec-NJ") a privately held New
Jersey corporation which, since 1980, has engaged in the business of providing
the computer industry with information technology services, network consulting
and Internet-related services, merged with a newly formed subsidiary of
Registrant (the "Merger") pursuant to the terms and conditions of an Agreement
and Plan of Merger and Reorganization, dated as of December 14, 2000, between
Registrant and Emtec-NJ (the "Merger Agreement").
Pursuant to the Merger Agreement, each holder of Emtec-NJ common stock
was to receive 0.9753 of a share of Registrant's common stock for each share of
Emtec-NJ common stock. Upon consummation of the Merger, Emtec-NJ became a
wholly-owned subsidiary of Registrant, and Emtec-NJ shareholders and certain
other parties who facilitated the Merger acquired approximately 81.8% of
Registrant's then issued and outstanding common stock, thereby effecting a
change of control of Registrant.
In contemporaneous transactions, pursuant to approval obtained at a
special meeting of Registrant's shareholders convened on January 15, 2001,
Registrant changed its corporate domicile from Utah to Delaware, increased its
authorized capitalization from 2,500,000 to 25,000,000 shares of common stock
and changed its name to "Emtec, Inc."
Upon consummation of the Merger, all members of Registrant's board of
directors other than Milton Fisher resigned and were replaced by three persons
who were either directors or director-designees of Emtec-NJ, and all of
Registrant's executive officers also resigned and were replaced by Emtec-NJ's
executive officers, thereby effecting a change of control of Registrant. The
executive officers and directors of Registrant are now as follows:
Name Age Position
---- --- --------
John P. Howlett 56 Chairman of the Board and President
Ronald A. Seitz 53 Executive Vice President and Director
R. Frank Jerd 59 Director
Milton Fisher 79 Director
John P. Howlett has been the President of Emtec-NJ since August, 1997
and Chairman since August, 1998. He has been a director of Emtec-NJ since
October, 1996. Mr. Howlett was the founder (in 1983) of Cranford, N.J.-based
Comprehensive Business Systems, Inc. (CBSI). CBSI primarily provided
microcomputer systems, network solutions, training, and data communications
to mid-size and Fortune 1000 corporations. In October 1996, CBSI merged into
Emtec-NJ. Prior to founding CBSI, Mr. Howlett was with the AT&T Long Lines
Division for twelve years. He earned a Bachelor of Science degree in Electrical
Engineering from Rose Hulman Institute of Technology in Terre Haute, Indiana,
and a Master of Business Administration degree from Fairleigh Dickinson
University in New Jersey. A Vietnam veteran, Mr. Howlett served in the U.S. Army
for four years.
Ronald A. Seitz has been the Executive Vice-President of Emtec-NJ since
March, 1996. Prior to that he was the Chief Operating Officer of Emtec-NJ. He
has been a director of Emtec-NJ since April, 1995. Mr. Seitz was the founder (in
1980) of Charleston, SC-based Computer Source, Inc. (CSI). CSI primarily
provided microcomputer systems, network solutions, and data communications to
mid-size and Fortune 1000 corporations. In April 1995, CSI merged with Landress
Information Systems of Mt. Laurel, NJ to become Emtec-NJ. Prior to founding CSI,
Mr. Seitz was employed for six years as an engineer with the U.S. government in
Washington, D.C. He graduated from North Carolina State University with a
Bachelor of Science degree, and from George Washington University with an MBA in
computer science. Mr. Seitz also holds a DMD degree from the Dental School at
the Medical University of South Carolina.
R. Frank Jerd was appointed a director of Registrant upon the
consummation of the Merger. Mr. Jerd is a Securities Analyst for Josepthal and
Company in New York and a principal at Hepplewhite Hedge Fund. Previously, he
owned Benesys, Inc., a venture capital firm investing in high-technology
companies as well as part ownership of Gandalf Systems Corporation. He earned a
Bachelor of Science Degree in Mathematics at Marshall University.
Milton Fisher has been a director of Registrant since 1969 and served
as its Chairman from 1976 until the consummation of the merger. He has been
President of A.D. Gilhart & Co., Inc., investment bankers, since 1959. Mr.
Fisher holds a doctorate of law, is a member of the Bar of the State of New
York, and presently serves as a director of several public companies. He has
written and lectured in the fields of business finance and interpersonal
relationships.
A. D. Gilhart & Co., Inc. received 50,000 shares of Registrant's common
stock in the Merger as an investment banking fee. Milton Fisher is the President
of A.D. Gilhart.
A copy of the Merger Agreement is attached as Exhibit 2.1 hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired:
The financial statements required by Item 7(a) relative to Emtec-NJ
will be filed under cover of Form 8-K/A as soon as is practicable but not later
than March 15, 2001.
(b) Pro Forma Financial Information:
1
The pro form financial information required by Item 7(b) relative to
Registrant and Emtec-NJ will be filed under cover of Form 8-K/A as soon as is
practicable but not later than March 15, 2001.
(c) Exhibits
2.1 Agreement and Plan of Merger and Reorganization dated as
of December 14, 2000 between American Geological Enterprises, Inc. and
Emtec, Inc.
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 thereunto duly authorized.
Dated: January 31, 2001 EMTEC, INC.
(Registrant)
By: /s/ John P.Howlett
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John P. Howlett
Chairman and President