============================================================================
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): JANUARY 31, 2003
EXX INC
(Exact name of registrant as specified in its charter)
NEVADA 001-0654 88-0325271
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
1350 EAST FLAMINGO ROAD, SUITE 689
LAS VEGAS, NEVADA 89119-5263
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 598-3223
============================================================================
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 31, 2003, the Plan of Reorganization of Newcor, Inc., a
subsidiary of EXX INC (the "Registrant"), became effective. Under a rights
offering to shareholders included as part of Newcor, Inc.'s Plan of
Reorganization, the Registrant purchased 11,877 shares of common stock of
Newcor, Inc. for a total purchase price of $5,938,500. The shares purchased
by the Registrant constitute 98.975% of the outstanding common stock of the
reorganized Newcor, Inc. entity and, as a result, Newcor, Inc. ceased to be
a stand-alone public reporting company and became a subsidiary of the
Registrant. The purchase price was established in the Plan of
Reorganization, as approved by the creditors, the United States Trustee for
the District of Delaware and the United States Bankruptcy Court in the
District of Delaware. The source funds for the Registrant's purchase was
cash on hand. In addition to the purchase made by the Registrant, certain
other shareholders purchased shares of common stock of Newcor, Inc. under
the rights offering made in connection with the Plan of Reorganization. The
other shareholders purchased an aggregate of 123 shares, or 1.025%, of the
issued and outstanding shares of common stock of Newcor, Inc. for a
aggregate purchase price of $61,500.
Immediately prior to this acquisition, the Registrant held
approximately 31% of the outstanding shares of common stock of Newcor, Inc.
In connection with the Plan of Reorganization, David A. Segal, the Chairman,
Chief Executive Officer, Chief Financial Officer and largest shareholder of
the Registrant and Chairman and co-Chief Executive Officer of Newcor, Inc.,
at an auction held under the reorganization plan, purchased unsecured notes
of Newcor, Inc. in the aggregate principal amount of $1,461,232 at a
substantial discount from the face value of the notes. The proceeds of the
purchase will be distributed to Newcor, Inc.'s creditors in accordance with
the plan.
Under the Plan of Reorganization, Newcor, Inc.'s unsecured
creditors received an aggregate principal amount of $28,000,000 in new notes
and $20,000,000 in cash, $6,000,000 of which was funded by the rights
offering.
Newcor, Inc., headquartered in Royal Oak, Michigan, designs and
manufactures precision-machined parts, molded rubber and plastic products,
as well as custom machines and manufacturing systems.
The foregoing discussion is qualified in its entirety by reference
to the specific provisions of the Plan of Reorganization. The material terms
of the Plan of Reorganization were previously reported by the Registrant on
its current report on Form 8-K dated October 16, 2002 filed with the
Securities and Exchange Commission (the "Commission"). Further, a copy of
the Plan of Reorganization may be viewed during normal business hours at the
Bankruptcy Court or may be obtained upon request from Kurtzman Carson
Consultants LLC at the following address: Kurtzman Carson Consultants LLC,
Attention: Eric Kurtzman, 5301 Beethoven Street, Suite 102, Los Angeles,
California 90066, (310) 823-9000.
Certain information contained herein includes information that is
forward-looking. The matters referred to in forward-looking statements may
be affected by the risks and uncertainties involved in the Registrant's
business. These forward-looking statements are qualified in their entirety
by the cautionary statements contained in filings by the Registrant with the
Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements. Pursuant to Item 7(a)(4) of Form 8-K, the
--------------------
Registrant will file the required financial statements as soon as is
practicable, but not later than 60 days after the date that this report is
required to be filed.
(b) Pro forma financial information. Pursuant to Item 7(b)(2) of
-------------------------------
Form 8-K, the Registrant will file the required pro forma financial
information as soon as practicable, but no later than 60 days after the date
that this report is required to be filed.
(c) Exhibits. See exhibit index.
--------
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.
Dated: February 4, 2003
EXX INC
By /s/ David A. Segal
-----------------------------------------------
Name: David A. Segal
Title: Chairman, Chief Executive Officer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No Description
- ---------- -----------
99.1 Press Release, dated February 3, 2003