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):
August 1, 2002
TOMAHAWK INDUSTRIES, INC.
-----------------------------------------------
(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
NEVADA 0-9483 95-3502207
- --------------------------------------------------------------------------------
(STATE OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
211 West Wall Street
Midland, TEXAS 79701
--------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(915) 682-1761
--------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
1
ITEM 5. OTHER EVENTS.
On August 2, 2002, Tomahawk Industries, Inc. ("Tomahawk") announced that it
had entered into an Agreement and Plan of Reorganization, (the "Reorganization
Agreement") which sets forth the terms and conditions of a proposed business
combination of Tomahawk and Cryotherm, Inc. a Delaware corporation ("CRYO").
Pursuant to the Reorganization Agreement, CRYO'S shareholders will exchange 100%
of the outstanding shares of CRYO for 25,000,000 newly issued, post reverse
shares of Tomahawk. CRYO will, as a result, become a wholly-owned subsidiary of
Tomahawk.
Cryotherm, Inc. was formed in January 2002 as a Delaware corporation to
finance the commercialization of a revolutionary new product-line of low-cost,
pollution-free, energy-extraction technologies created by Inventor, Robert D.
Hunt, that can convert low-temperature heat, cryogenic cold, and kinetic energy
resources into megawatts of electricity at costs competitive to fossil
fuel-generated power. Robert D. Hunt has exclusively licensed to Cryotherm the
worldwide rights to make, use and sell energy-generating products and services
based upon Hunt's inventions and patents. Low-cost electricity generated by
these energy technologies may qualify for Renewable Energy Certificates and
Carbon-Emission Credits tradable internationally under the Kyoto Protocol and in
the U.S. under various municipal, state and federal energy diversity programs
which encourage Homeland energy security, domestic energy independence, and
environmental protection through the adoption of new, clean, distributed energy
technologies (such as Cryotherm's).
At the Effective Time of the Reorganization (as defined in the
Reorganization Agreement), all shares of CRYO common stock, par value $0.001 per
share (the "CRYO Common Stock") shall collectively be converted into that number
of post reverse shares of common stock, $.001 par value per share, of Tomahawk
(the"Tomahawk Common Stock") . At the Effective Time of the Reorganization,
Tomahawk will issue a total of 25 million shares of Initial Tomahawk
Reorganization Stock to the stockholders of CRYO, at which time an aggregate of
25,141,593 million shares of Fully-Diluted Tomahawk Stock will be issued and
outstanding.
Consummation of the Reorganization is subject to various conditions,
including the approval by the CRYO stockholders, the receipt of required
regulatory approvals, and the completion of due diligence. A copy of the
Reorganization Agreement is attached hereto as Exhibit 2.
There can be no assurance that the Reorganization (or any of the
transactions contemplated thereby) will be consummated or, if consummated, as to
the timing thereof.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND Exhibits.
(a): Financial statements of business acquired.
(1) Financial statements of Cryotherm Inc., a Delaware corporation, will be
filed by amendment to this Form 8-K not later that sixty (60) days from the
filing of this report.
(b): Pro forma financial information
(2) Pro forma financial information regarding the reorganization will be
filed by amendment to this Form 8-K not later than sixty (60) days from the
filing of this report.
2
(c): Exhibits:
2.1 Agreement and Plan of Reorganization dated August 2, 2002, among
Tomahawk Industries, Inc., Cryotherm, Inc. and certain stockholders of
Cryotherm, 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 hereunto duly authorized.
Tomahawk Industries, Inc.
By: /s/Glenn Little
-----------------------
Glenn Little, President
Dated: August 5, 2002
3