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): November 8, 2004
AMERICAN FIRE RETARDANT CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
000-26261 88-0386245
(Commission File Number) (IRS Employer Identification No.)
9316 WHEATLANDS ROAD, SUITE C, SANTEE, CALIFORNIA 92071
(principal executive offices) (Zip Code)
(619) 258-3640
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
THIS CURRENT REPORT ON FORM 8-K CONTAINS STATEMENTS REGARDING THE COMPANY'S
INTENTION, BELIEFS, EXPECTATIONS, OR PREDICTIONS, WHICH CONSTITUTE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS AND STATEMENTS OF
EXPECTATIONS, PLANS AND INTENT ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES. ACTUAL RESULTS IN THE FUTURE COULD DIFFER MATERIALLY FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, AS A RESULT, AMONG OTHER THINGS, OF
CHANGES IN TECHNOLOGY, CUSTOMER REQUIREMENTS AND NEEDS. WE UNDERTAKE NO
OBLIGATION TO RELEASE PUBLICLY THE RESULTS OF ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS OR
CIRCUMSTANCES.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Effective November 8, 2004, American Fire Retardant Corp. (the
"Registrant") canceled its plans to purchase all of the issued and outstanding
shares of Alchemco, Inc., a California corporation ("Alchemco") (the
"Acquisition") and rescinded the stock purchase agreement with Alfred M. Bayer
and Darlene Bayer, which was previously reported on the Registrant's Form 8-K,
filed with the Commission on October 26, 2004. The Registrant and Mr. and Mrs.
Bayer was unable to agree on mutually beneficial terms, and the planned
Acquisition of Alchemco by the Registrant was rescinded by means of an agreement
between the parties. Alfred M. Bayer and Darlene Bayer retained the $250,000
nonrefundable deposit.
ITEM 2.02 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Effective November 8, 2004, the Registrant entered into a stock exchange
agreement with PTS, Inc., a Nevada corporation ("PTS") to sell to PTS 7,500,000
common shares of Glove Box, Inc., a Nevada corporation ("Glove Box") (the "Stock
Exchange"). The stock exchange agreement is attached as an exhibit to this
Amended Current Report.
The total consideration paid by PTS to the Registrant in connection with
the Stock Exchange consisted of 7,500,000 shares of the PTS convertible
redeemable Series C Preferred Stock, valued at approximately $750,000.00. The
PTS convertible redeemable Series C Preferred Stock is subject to the
Certificate of Designation establishing Series C Preferred Stock of PTS, which
is contained in Attachment A to the stock exchange agreement.
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The amount of consideration for the 7,500,000 common shares of Glove Box
pursuant to the stock exchange agreement was determined following negotiations
between the Registrant and PTS and is set forth in the stock exchange agreement
executed between the Registrant and PTS.
The Registrant's board of directors determined that the terms of the Stock
Exchange are reasonable. The Registrant's board did not seek a third party
fairness opinion or any valuation or appraisal of the terms of the transaction.
Thus, the Registrant's stockholders will not have the benefit of a third party
opinion that the terms of the Stock Exchange were fair from a financial point of
view.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
It is not practicable to file the required historical financial statements
of PTS, Inc. at this time. Accordingly, pursuant to Item 7(a)(4) of Form 8-K,
the Registrant will file such financial statements under cover of Form 8-K/A as
soon as practicable, but not later than the date required by applicable law.
(b) Pro forma financial information.
It is not practicable to file the required historical financial statements
of PTS, Inc. at this time. Accordingly, pursuant to Item 7(a)(4) of Form 8-K,
the Registrant will file such financial statements under cover of Form 8-K/A as
soon as practicable, but not later than the date required by applicable law.
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(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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2.1 Stock Exchange Agreement between the Registrant and PTS, Inc.
10.1 Termination Agreement.
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.
Date: November 9, 2004 AMERICAN FIRE RETARDANT CORP.
By /s/Stephen F. Owens
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Stephen F. Owens, President
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