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 17, 2003
GLOBAL MATERIALS & SERVICES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
57-1216206 000-26261
(IRS Employer Identification No.) (Commission File Number)
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
ITEM 2.02 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Effective December 17, 2003, Global Materials & Services, Inc. (the
"Registrant") completed the purchase of substantially all of the assets of
National Certified Fire Retardants, Inc. ("NCFR") (the "Acquisition"). The
Registrant anticipates that the Acquisition will enhance its customer base and
product offerings.
The total consideration paid by the Registrant for the assets of NCFR
consisted of $300,000.00. The amount of consideration paid by the Registrant
for the assets of NCFR was determined following negotiations between the
Registrant and Joseph A. Fritsch, the principal of NCFR. In addition, the
Registrant entered into a non-compete agreement with NCFR and an employment
agreement with Mr. Fritsch, pursuant to which the Registrant paid to Mr. Fritsch
a monthly sum of $4,000.00 for the three months following the Acquisition.
The Registrant's board of directors determined that the terms of the
Acquisition were 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 Acquisition 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 NCFR 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.
(b) Pro forma financial information.
It is not practicable to file the required historical financial statements
of NCFR 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.
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: March 7, 2005 GLOBAL MATERIALS & SERVICES, INC.
By /s/ Stephen F. Owens
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Stephen F. Owens, President