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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-KA
CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
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October 6, 2004
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Date of Report (Date of earliest event reported)
THE FLAMEMASTER CORPORATION
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(Exact name of registrant as specified in charter)
NEVADA 0-2172 95-2018730
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(state or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
11120 SHERMAN WAY
SUN VALLEY, CALIFORNIA 91352
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(Address of principal executive offices and zip code)
(818) 982-1650
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(Registrant's telephone number, including area code)
(818) 765-5603
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(Registrant's facsimile number including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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 (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.01A NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING
Flamemaster Corporation (NASDAQ "FAME") reported that it has entered into a
letter of intent with Best Holdings Acquisition Company LLC and Aries Capital
Partners LLC to merge their holdings of 100% of the outstanding shares of
Capital Stock of Best Candy & Tobacco Co., an Arizona Corporation, into
Flamemaster. On the closing date pursuant to a signed and executed definitive
merger agreement by and between the parties, Flamemaster will acquire 100% of
the Best shares. Pending a definitive agreement, Flamemaster withdraws their
announced intent to file a Form 15 with the Securities and Exchange Commission
(SEC) and amends their Form 8K, Item 3.01 previously filed September 14, 2004.
The letter of intent discussed herein is intended only as a preliminary
indication of the parties' mutual interest in proceeding towards the
transactions outlined. The transactions are subject to further due diligence and
approval of a majority of the outstanding Flamemaster Common Shares. There can
be no assurance that the transaction will be finalized and executed as outlined
or otherwise. It is the intent of the Flamemaster management to proceed with the
filing of the Form 15 and to deregister The Company, if the merger with the Best
Group cannot be completed.
Flamemaster will continue to proceed with the previously announced 1 for 10
reverse stock split which will become effective October 26, 2004. There will be
no fractional shares issued. Fractional shares will be paid in cash at the rate
of $3.35 per share - the closing price on September 13, 2004.
Prior to the closing date of the transactions contemplated by the merger
agreement discussed above, and with the consent of a majority of the outstanding
Flamemaster Common Stock, Flamemaster shall dividend and distribute to all
Stockholders of record on the dividend date 100% of the Capital Stock (the
"Dividend Shares") of Flamemaster Aerospace Corporation. A wholly owned
subsidiary of Flamemaster. The Flamemaster Aerospace Corporation (as at the date
of such stock dividend) shall operate all the businesses operated by Flamemaster
and its subsidiaries and own the entire stock dividend. As a result, immediately
prior to the closing date of the merger and share exchange, Flamemaster shall
have no operating businesses and no assets or liabilities. In sole consideration
for the Best Group Equity, Flamemaster shall issue to Aries or its affiliates,
that number of shares of Flamemaster Common stock as shall equal ninety percent
(90%) of the aggregate issued and outstanding shares of Flamemaster Common stock
on the closing date (merger agreement) on a fully diluted basis giving effect to
the 1 for 10 reverse stock split referred to above. It is anticipated that on
the effective date approximately 1,620,000 Flamemaster shares shall be issued to
Aries in consideration for the Best Group Equity.
The amended Form 8K herein may contain or identify a forward-looking statement.
These statements are based on a number of assumptions and estimates, which are
inherently subject to uncertainty and contingencies, many of which are beyond
the control of the Company and reflect future business decisions, which are
subject to change.
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.
FLAMEMASTER CORPORATION
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(Registrant)
Date:
October 7, 2004
/s/ JOSEPH MAZIN
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(Signature)
Joseph Mazin,
President and Chairman and
Chief Executive Officer