SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 29, 1998 COVENTRY INDUSTRIES CORP. ------------------------- (Exact name of registrant as specified in its charter) FLORIDA 000-22653 65-0353816 - --------------- ------------ --------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 7777 Glades Road, Suite 211 Boca Raton, Fl 33434 -------------------- (Address of executive offices and Zip Code) Registrant's telephone number, including area code: 561-488-4802 not applicable -------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On June 29, 1998, Coventry Industries Corp., a Florida corporation (the "Company") completed the sale of all the issued and outstanding common stock, or 1,000 shares (the "LPS Shares") of LPS Acquisition Corp., a Florida corporation and wholly owned subsidiary of the Company prior to such sale ("LPS"), to American Group, Inc., a Nevada corporation ("American"). As consideration for the LPS Shares, American transferred to the Company: (i) 75,000 shares of the Company's Series F Preferred Stock held by American; and (ii) 1,200,000 shares of the common stock of American. Pursuant to the terms of the agreement between the Company and American which set forth the terms of the sale, the Company may at its option invest up to $500,000 in American for the purpose of financing the operations of LPS. The transaction was effective as of May 29, 1998. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. As of the date of this filing of the Current Report on Form 8-K/A, it is impracticable for the Registrant to provide the pro forma financial statements required by this Item 7(b). In accordance with Item 7(a)(4) of Form 8-K, such pro forma financial statements shall be filed by amendment to this Form 8-K/A no later than 75 days after June 29, 1998. (c) Exhibits. No. Description - --- ----------- 2.1 Agreement between American Group, Inc. and Coventry Industries Corp. dated May 28, 1998. 1 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: July 16, 1998 By: /s/ Robert Hausman -------------------- Robert Hausman, President and Chief Executive Officer 2