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): March 16, 1999
American Custom Components, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
O-23859 81-0478643
(Commission File Number) (IRS Employer Identification No.)
3310 W. MacArthur Blvd., Santa Ana, CA 92704
(Address of principal executive offices)
(Zip Code)
(714) 662-2080
Registrant's telephone number, including area code:
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 16, 1999, that certain Reorganization and Stock
Purchase Agreement by and between American Custom Components, Inc.,
a Nevada corporation (the "Company" or the "Registrant"), and
certain of its shareholders, and Loyd International, Inc., a Wyoming
corporation ("LI"), and its shareholder (the "Agreement"), was
entered into between the identified parties.
As a result of the Agreement, the single largest
shareholder of the Company, Martin Tony Walk, exchanged an aggregate
of 4,972,000 shares of common stock for 500,000 shares of Series A
Convertible Preferred Stock (the "Preferred Stock"). Mr. Walk
retained an aggregate of 400,000 shares of common stock of the
Company. Each share of Preferred Stock shall pay a dividend equal
to $0.08 per annum, and shall be convertible at any time or from
time to time after March 8, 2001, at a face value of $0.80 per
share, into shares of common stock of the Company at a price based
on 80% of the common stock's average bid price for the 30 days
immediately preceding the date of conversion. The Preferred Stock
is callable at any time by the Company at a price of $0.80 per
share, and carries no voting rights. Mr. Walk simultaneously
resigned as a member of the Board of Directors of the Company.
As a further result of the Agreement, the Company issued
an aggregate of 1,500,000 shares of restricted common stock to
Edward Loyd ("Loyd"), the sole shareholder of LI, in exchange for
100% of the issued and outstanding shares of common stock of LI,
which will be continue in existence as a subsidiary of the Company.
An additional 100,000 shares of restricted common stock was issued
to Loyd as consideration for the sum of $70,000 previously advanced
to the Company. Loyd was simultaneously added to the Company's
Board of Directors.
The name of each person known to the Company to own more
than 5% of the securities of the Registrant, persons issued shares
pursuant to the Agreement, the current directors and officers of the
Registrant and the percentage of the total issued and oustanding
Common Stock (the only voting securities) of the Registrant owned by
such persons as of March 16, 1999, is as follows:
Name and Address Common Stock Percent of Class
John Groom 1,100,000 (1) 9.6%
President and Director
3310 W. MacArthur Blvd.
Santa Ana, CA 92704
Edward Loyd 1,600,000 15.4%
Secretary, Chief Financial Officer, and Director
3310 W. MacArthur Blvd.
Santa Ana, CA 92704
John Fritch - 0 - - 0 -
Director
28741 Appletree
Mission Viejo, CA 92692
Oxford International 3,000,000 (2) 28.9%
7979 Old Georgetown Road, Suite 800
Bethesda, MD 20814
All Directors and Officers as a Group (3) 2,700,000 23.7%
(1) Includes warrants to acquire
1,000,000 shares of common
stock at an exercise price of
$0.375 per share, exercisable
until October 13, 2004. In
the event of Mr. Groom's
voluntary resignation as an
employee of the Company, the
Company shall have the right
to terminate 41,667 warrants
for each month between Mr.
Groom's last full month of
employment and January 1, 2000.
(2) An aggregate of 3,000,000
shares of restricted common
stock were issued to Oxford
International, Inc. ("Oxford")
pursuant to a signed Term
Sheet dated June 1, 1998. The
terms of the purchase of the
shares have not been finalized
and are still being negotiated
between Oxford and the
Company. The Company
anticipates that all or some
of these shares may be cancelled.
Beneficial ownership is
determined in accordance with the rules of the Commission and
generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person
holding such options or warrants, but are not deemed outstanding for
purposes of computing the percentage of any other person.
As of March 16, 1999, there
were an aggregate of 13,778,341 shares of common stock issued and
outstanding. Subsequent to the transactions contemplated by the
Agreement, there were an aggregate of 10,406,341 shares of common
stock issued and outstanding.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 16, 1999, that
certain Reorganization and Stock Purchase Agreement by and between
American Custom Components, Inc., a Nevada corporation (the
"Company" or the "Registrant"), and certain of its shareholders, and
Loyd International, Inc., a Wyoming corporation ("LI"), and its
shareholder (the "Agreement"), was entered into between the
identified parties.
As a result of the Agreement,
the single largest shareholder of the Company, Martin Tony Walk,
exchanged an aggregate of 4,972,000 shares of common stock for
500,000 shares of Series A Convertible Preferred Stock (the
"Preferred Stock"). Mr. Walk retained an aggregate of 400,000
shares of common stock of the Company. Each share of Preferred
Stock shall pay a dividend equal to $0.08 per annum, and shall be
convertible at any time or from time to time after March 8, 2001, at
a face value of $0.80 per share, into shares of common stock of the
Company at a price based on 80% of the common stock's average bid
price for the 30 days immediately preceding the date of conversion.
The Preferred Stock is callable at any time by the Company at a
price of $0.80 per share, and carries no voting rights. Mr. Walk
simultaneously resigned as a member of the Board of Directors of the
Company.
As a further result of the
Agreement, the Company issued an aggregate of 1,500,000 shares of
restricted common stock to Edward Loyd ("Loyd"), the sole
shareholder of LI, in exchange for 100% of the issued and
outstanding shares of common stock of LI, which will be continue in
existence as a subsidiary of the Company. An additional 100,000
shares of restricted common stock was issued to Loyd as
consideration for the sum of $70,000 previously advanced to the
Company. Loyd was simultaneously added to the Company's Board of
Directors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(b) The required
financial statements and pro forma financial information is
unavailable as of the date hereof and will be filed by the
Registrant pursuant to the requirements of the Securities
Exchange Act and the rules and regulations promulgated thereunder
within 75 days of the date of the event reported herein.
(c) Exhibits
2. Agreement and Plan of Reorganization
2.1 ReorganizatioN and
Stock Purchase Agreement
by and between American
Custom Components, Inc., a
Nevada corporation and
certain of its shareholders,
and Loyd International,
Inc., a Wyoming corporation,
and its shareholder.
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
thereunto duly authorized.
Dated: March 29, 1999
AMERICAN CUSTOM COMPONENTS, INC.
By: /s/ John Groom
John Groom
President