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 10, 1999.
DISTINCTIVE DEVICES, INC.
(Exact name of Registrant as Specified in Charter)
New York 0-2749 13-1999951
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
110 E. Atlantic Avenue, Suite 230, Delray Beach, Florida 33444
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 279-9634
1324 Motor Parkway, Suite 134, Hauppauge, New York 11788
Former Name or Former Address, if Changed Since Last Report
Incorporation of Information by Reference:
Registrant's Schedule 14(f)(1), Information Statement Pursuant to Section 14(f)
of the Securities Exchange Act of 1934 and Rule 14(f)(1) thereunder, filed with
the Commission on August 11, 1999, is incorporated herein by reference.
Item 1. Change in Control of Registrant
In connection with the acquisition described under Item 2, effective as of
August 10, 1999, two of the current officers and directors (James R. Hawk and
Joanne Kalt) of Distinctive Devices, Inc. (the "Company") resigned as officers
and directors; two Designees (Michael J. Paolini and Alfred M. Carroccia Jr.)
of the Holders as defined in Item 2 below, have been elected to serve on the
Board of Directors as of the time of closing; and two directors (Earl M.
Anderson Jr. and Walter E. Freeman) have been re-elected to the Board of
Directors. As a result, four Designees of the Holders have been appointed to
the Board of Directors of the Company. The election of the Designees was a
condition, among others, of the closing of the acquisition. Consummation of
the acquisition and election of the Designees resulted in a change of control
of the Company. The new directors of the Company are Michael J. Paolini,
Alfred M. Carroccia Jr, Earl M. Anderson Jr., and Walter E. Freeman. The
following persons have been elected as officers: Michael J. Paolini, Chief
Executive Officer and President; Alfred M. Carrocia Jr., Executive Vice
President and Treasurer; Earl M. Anderson Jr., Chief Financial Officer and Vice
President; and Kimberly Paolini, Secretary. Michael J. Paolini is deemed to be
the beneficial owner of 60.37% of the Company's outstanding Common Stock; Earl
M. Anderson Jr. owns 7.36% of the Company's outstanding Common Stock; Alfred M.
Carroccia Jr. owns 3.25% of the Company's outstanding Common Stock, and Walter
E. Freeman owns less than 1% of the Company's outstanding Common Stock.
Item 2. Acquisition or Disposition of Assets
Pursuant to a Stock Exchange Agreement, as amended (the "Agreement") between
the Company and the holders (the "Holders") of 80.7% of the outstanding shares
of Common Stock of EagleView Industries, Inc. ("EagleView) entered into as of
June 18, 1999 and amended on August 6, 1999, the Company acquired such
outstanding shares of Common Stock of EagleView in exchange for the issue of
8,051,340 shares of the Company's Common Stock (the "Transaction"). The
Agreement additionally provides that within thirteen (13) months following the
closing date the Company will offer to exchange additional shares of its Common
Stock for the balance of the shares of EagleView Common Stock that are
outstanding as at such closing date and are not being acquired by the Company
on the closing date. Such exchange or exchanges shall have an exchange ratio of
two shares of the Company for one share of EagleView so that an aggregate of
9,976,120 shares of Common Stock of the Company will be issued in exchange for
a ll of the outstanding shares of EagleView as at the closing date.
In connection with services rendered by James W. Wolff to the Company as a
finder in introducing EagleView to the Company, the Company issued to James W.
Wolff a finder fee of 121,712 shares of the Company's Common Stock, which is
the number of shares of the Company's Common Stock equal to one percent (1%) of
the shares of the Company's Common Stock outstanding immediately following the
closing date of the Transaction. Further, if, within thirteen months of the
closing date, additional shares are issued by the Company to acquire the
balance of EagleView Common Stock as set forth under the Agreement, the Company
will cause to be issued to Mr. Wolff such number of shares of the Company's
Common Stock as shall be equal to 1% of the Company's Common Stock so issued in
exchange for the balance of EagleView's Common Stock.
EagleView is a recently organized corporation that was established to enter
into the digital wireless transmission industry utilizing microwave
transmission to achieve high-speed transmission of Wide Area Networks and
Wireless Internet Access Systems. EagleView Industries currently intends to
supply on a turn-key basis wireless systems, including site engineering
evaluation and planning, system cost estimates, customized financial analysis
and projections, and system construction and operation. Although EagleView was
organized during February 1998, it has had limited operating experience and
has not had any sales.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Financial Statements
(a) Financial Statements of EagleView: Will be filed by Amendment not later
than 60 days from August 10, 1999.
(b) Pro Forma Financial Information required pursuant to Article 11 of
Regulation S-X: Will be filed by Amendment not later than 60 days from August
10, 1999.
Exhibits
20.1 Registrant's Schedule 14(f)(1), Information Statement Pursuant to Section
14(f) of the Securities Exchange Act of 1934 and Rule 14(f)(1) thereunder
(filed with the Commission on August 11, 1999, and incorporated herein by
reference).
10.1 Stock Exchange Agreement dated June 18, 1999 among the Company, EagleView
Technologies, Inc. and Alfred M. Carroccia Jr., collectively the "Shareholders"
(incorporated by reference to Exhibits of the Company's Current Report on Form
8-K dated June 18, 1999, filed on June 22, 1999).
10.2 Amendment to Stock Exchange Agreement entered into on August 6, 1999 among
the Company, EagleView Technologies, Inc., Alfred M. Carroccia Jr., William
Hucks, Walter E. Freeman, James R. Hawk, and Joanne L. Kalt, collectively the
"Shareholders" (incorporated by reference to Exhibit 2 of Schedule 13D of
EagleView Technologies, Inc., EagleView Properties, Inc., Michael J. Paolini,
and Kimberly Paolini, dated August 10, 1999 and filed on August 24, 1999.)
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.
DISTINCTIVE DEVICES, INC.
(Registrant)
Date: August 24, 1999. by: /s/ Earl M. Anderson Jr.
Earl M. Anderson Jr.
Vice President and
Chief Financial Officer