FORM 8-A12g
Securities and Exchange Commission
Washington, D.C. 20549
For registration of certain classes of securities
pursuant to section 12(b) or (g) of the
Securities Exchange Act of 1934
DII Manufacturing, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State of incorporation (I.R.S.
Employer
or organization) Identification
No.)
7641 E. Grey Rd., Suite G, Scottsdale, AZ 85260
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(Address of principal executive offices) (Zip Code)
Securities to be registered' pursuant to Section 12(b) of the Act:
None
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: (if applicable)
Common Stock, no par value
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(Title of class)
Redeemable Convertible Preferred Stock
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(Title of class)
Warrants to Purchase Common Stock
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(Title of class)
Information required in registration statement
Item 1. Description of Registrant's Securities to be
Registered.
A. Description of New Diagnostic Securities
Diagnostic International, Inc. (Nevada, "New Diagnostic") is
the successor company to Diagnostic International, Inc.,
which, along with (AABB Corp., XXYY Corp., Reeves Corp., DII
Sub, and Great Southwest Chili Farm, Inc. (collectively the
"Coproponents") filed a petition for relief under Chapter 11
of the United Staes Bankruptcy Code on October 13, 1997.
Pursuant to the Debtor's Modified Plan of Reorganization
under Chapter 11 of the United States Bankruptcy Code, as
amended (the "Plan"), as of the Effective Date (as defined
below), Diagnostic International, Inc. and AABB, Inc., XXYY,
Inc., Reeves, Corp., DII Manufacturing, Inc. and Great
Southwest Chili Company, Inc. (the successor companies to
the Coproponents) issued shares of common stock, $0.001 par
value per share ("New Diagnostic Common Stock"), and
warrants to purchase New Diagnostic Common Stock (the "New
Diagnostic Warrants"), each such New Diagnostic Warrant
representing the right to purchase one share of New
Diagnostic Common Stock. The following summarizes the
material provisions of the New Diagnostic Common Stock, the
New Diagnostic Warrants, the Restated Certificate of
Incorporation and the By-Laws of New Diagnostic which will
be adopted pursuant to the Plan. These statements do not
purport to be complete and are qualified in their entirety
by reference to the full text of, and are subject to the
detailed provisions of, the Order Confirming the Plan of
Reorganization, the Articles of Incorporation and By-Laws of
New Diagnostic, each of which is filed as an exhibit. The
Court entered the Order Confirming the Plan of
Reorganization on May 25, 1999. On June 5, 1999 the
Prepackaged Plan became effective (the "Effective Date").
Definitions Pursuant to the Modified Plan of Reorganization
New Common Stock - the common stock of the New Diagnostic
Diagnostic Unit - the unit created by Diagnostic consists of
the following: one share of New Common Stock of the New
Diagnostic; one warrant to purchase one share of New Common
Stock of the New Diagnostic at a price of fifty percent of
the preceding thirty days average bid which expired two
years from the Effective Date ("A Warrant"); one warrant to
purchase one share of New Common Stock of the New Diagnostic
at a price sixty percent of the preceding thirty days
average bid, which will expire three years from the
Effective Date; one warrant to purchase one share of New
Common Stock of the New Diagnostic at a price of seventy-
five percent of the preceding thirty days average bid, which
will expire four years from the Effective Date. Each
Diagnostic A Warrant, B Warrant and C Warrant shall be
callable by Diagnostic at anytime. Each share or warrant
comprising part of a Diagnostic Unit may be traded
independently.
Great Southwest Chili Farm ("GSWCF") Unit - the unit created
by Diagnostic consists of the following: one share of common
stock of GSWCF; one warrant to purchase one share of common
stock of GSWCF at a price of fifty percent of the preceding
thirty days average bid which expired two years from the
Effective Date ("A Warrant"); one warrant to purchase one
share of common stock of GSWCF at a price of sixty percent
of the preceding thirty days average bid, which will expire
three years from the Effective Date; one warrant to purchase
one share of common stock of GSWCF at a price seventy-five
percent of the preceding thirty days average bid, which will
expire four years from the Effective Date. Each such A
Warrant, B Warrant and C Warrant shall be callable by GSWCF
at anytime. Each share or warrant comprising part of a GSWCF
Unit may be traded independently.
XXYY Unit - the unit created by Diagnostic consists of the
following: one share of common stock of XXYY Corp.; one
warrant to purchase one share of common stock of XXYY Corp.,
at a price of fifty percent of the preceding thirty days
average bid which expired two years from the Effective Date
("A Warrant"); one warrant to purchase one share of common
stock of XXYY Corp., at a price of sixty percent of the
preceding thirty days average bid, which will expire three
years from the Effective Date; one warrant to purchase one
share of common stock of XXYY Corp., at a price of seventy-
five percent of the preceding thirty days average bid which
will expire four years from the Effective Date. Each such A
Warrant, B Warrant and C Warrant shall be callable by XXYY
Corp., at anytime. Each share or warrant comprising part of
an XXYY Unit may be traded independently.
AABB Unit - the unit created by Diagnostic consists of the
following: one share of common stock of AABB Corp.; one
warrant to purchase one share of common stock of AABB Corp.
at a price of fifty percent of the preceding thirty days
average bid which expired two years from the Effective Date
("A Warrant"); one warrant to purchase one share of common
stock of AABB Corp. at a price of sixty percent of the
preceding thirty days average bid, which will expire three
years from the Effective Date; one warrant to purchase one
share of common stock of AABB Corp. at a price of seventy-
five percent of the preceding thirty days average bid, which
will expire four years from the Effective Date. Each such A
Warrant, B Warrant and C Warrant shall be callable by AABB
Corp. at anytime. Each share or warrant comprising part of
an AABB Unit may be traded independently.
DII Sub Unit - the unit created by Diagnostic consists of
the following: one share of common stock of DII Sub; one
warrant to purchase one share of common stock of DII Sub at
a price of fifty percent of the preceding thirty days
average bid which expired two years from the Effective Date
("A Warrant"); one warrant to purchase one share of common
stock of DII Sub at a price of sixty percent of the
preceding thirty days average bid, which will expire three
years from the Effective Date; one warrant to purchase one
share of common stock of DII Sub at a price of seventy-five
percent of the preceding thirty days average bid, which will
expire four years from the Effective Date. Each such A
Warrant, B Warrant and C Warrant shall be callable by DII
Sub at anytime. Each share or warrant comprising part of an
DII Sub Unit may be traded independently.
Reeves Corp Unit - the unit created by Diagnostic consists
of the following: one share of common stock of Reeves Corp;
one warrant to purchase one share of common stock of Reeves
Corp at a price of fifty percent of the preceding thirty
days average bid which will expire two years from the
Effective Date ("A Warrant"); one warrant to purchase one
share of common stock of Reeves Corp at a price of sixty
percent of the preceding thirty days average bid, which will
expire three years from the Effective Date; one warrant to
purchase one share of common stock of Reeves Corp at a price
of seventy-five percent of the preceding thirty days average
bid, which will expire four years from the Effective Date.
Each such A Warrant, B Warrant and C Warrant shall be
callable by Reeves Corp at anytime. Each share or warrant
comprising part of an Reeves Corp Unit may be traded
independently.
1. Common Stock.
Diagnostic International, Inc. ("Diagnostic") issued
shares of New Common Stock of New Diagnostic and issued a
portion of the shares of GSWCF, XXYY Corp., AABB Corp., DII
Sub and Reeves Corp. (collectively "Affiliates"), in
different ratios to each Class of Claims and Interests.
These share are deemed to be fully paid and non-assessable
and is entitled to one vote each.
Diagnostic distributed the certificates comprising the
Diagnostic Units, GSWCF Units, XXYY Corp Units, AABB Corp
Units and DII Sub Units. The Reeves Group distributed the
certificates comprising the Reeves Corp Units. Diagnostic
International is authorized to distribute the common stock
and warrants of the other Affiliates and the Reeves Group is
authorized to distribute the certificates relating the
Reeves Corp Units.
Diagnostic's best estimates on the number and
percentages of units to be distributed to each Class are
based upon the dollar amounts of claims Diagnostic believes
to be in those classes, the aggregate amount of stock in
Diagnostic at the time of filing the Modified Plan and the
Global Settlement Agreement. Diagnostic estimates the
distribution to the different classes in the following
ratios:
a. Diagnostic Units: 1,000,000 total units
1) Marathon Investments, Inc., shall receive
440,000 units.
2) Quantum Incorporated shall receive 70,000
units.
3) The Class of Unsecured Creditors shall
receive 140,000 units.
4) The Class of Allowed Equity Interest Holders
shall receive 250,000 units.
5) Don Bankston shall receive 100,000 units.
b. GSWCF Units: 1,000,000 units.
1) Marathon Investments, Inc., shall receive
580,000 GSWCF units.
2) Quantum Incorporated shall receive 200,000
GSWCF units.
3) The Class of Unsecured Creditors shall
receive 140,000 GSWCF units.
4) The Class of Allowed Equity Interest Holders
shall receive 120,000 GSWCF units.
5) Don Bankston shall receive 100,000 GSWCF
units.
c. XXYY Units: 1,000,000 total units
1) Marathon Investments, Inc., shall receive
300,000 XXYY units.
2) Quantum Incorporated shall receive 480,000
XXYY units.
3) The Class of Unsecured Creditors shall
receive 90,000 XXYY units.
4) The Class of Allowed Equity Interest Holders
shall receive 130,000 XXYY units.
d. AABB Units: 1,000,000 Units.
1) Marathon Investments, Inc., shall receive
300,000 XXYY units.
2) Quantum Incorporated shall receive 480,000
XXYY units.
3) The Class of Unsecured Creditors shall
receive 100,000 XXYY units.
4) The Class of Allowed Equity Interest Holders
shall receive 120,000 XXYY units.
e. DII Sub Units: 1,000,000 Units.
1) The Class of Unsecured Creditors shall
receive 50,000 DII Sub Units.
2) The Class of Allowed Equity Interest Holders
shall receive 200,000 DII Sub Units.
3) 750,000 DII Sub Units shall be issued into
the name of Diagnostic.
4) The Class of Unsecured Creditors shall
receive 140,000 DII Sub units.
f. Reeves Corp. Units: 5,000,000 total units.
1) The Class of the Reeves Group shall receive
2,550,000 Reeves Corp. Units.
2) The Class of Allowed Equity Interest Holders,
with the exception of Don Bankston, Marathon
Investments, Inc., Quantum Incorporated,
Bankston Electric Company and Monarch
Investments, Inc., shall receive 2,450,000
Reeves Corp Units.
2. Redeemable Convertible Preferred Stock.
Upon the issuance of such shares in cancellation of
indebtedness, all of the shares will be duly issued, fully
paid and non-assessable and shall be subject to the
following:
a. The value of each share shall be One Dollar
($1.00) and the payment of indebtedness shall be based
thereon.
b. Holders shall receive five percent annually of the
aggregate face value of all such shares held by Holders
of Preferred Stock.
c. The shares are redeemable by Diagnostic for a
period of five years at one hundred Twenty-Five percent
of face value. Any interest earned and not paid will
also be paid at the time of redemption.
d. Holders have the option of converting shares of
Preferred Stock on a basis of one share of New Common
Stock for each share of Preferred Stock.
e. Holders of Preferred Stock shall have the right to
have one (1) vote for each share of Preferred Stock.
3. Warrants.
The New Diagnostic shall issue Class A, Class B and Class C
Warrants in New Diagnostic and Affiliates to creditors and
equity interest holders, as defined as follows:
a. Class A - Common Stock Warrants.
Each Class A Warrant issued as part of a Diagnostic or
Affiliate Unit entitles the holder to purchase one
share of the company related to that unit at a price of
fifty percent of the preceding thirty days average bid,
and will expire two years from the date all orders
necessary to confirmation of the Modified Plan become
Final Orders ("Effective Date").
b. Class B - Common Stock Warrants.
Each Class B Warrant issued as part of a Diagnostic or
Affiliate Unit entitles the holder to purchase one
share of the company related to that unit at a price of
seventy-five percent of the preceding thirty days'
average bid, and will expire three years from the
Effective Date.
c. Class C - Common Stock Warrants.
Each Class C Warrant issued as a part of a Diagnostic
or Affiliate Unit entitles the holder to purchase one
share of the company related to that unit at a price of
seventy-five percent of the preceding thirty days'
average bid, and will expire four years from the
Effective Date.
Each Class C Warrant shall be callable by Diagnostic or
Affiliates at anytime.
4. Dividends
No Dividends have been paid by Diagnostic. The declaration
of any future cash or stock dividends will be made at the
discretion of New Diagnostic's Board of Directors.
It is anticipated that any income received will be devoted
to Diagnostic's future operations. Diagnostic does not
anticipate the payment of cash dividends on the common stock
in the foreseeable future, and any decision to pay dividends
will depend on Diagnostic's profitability, funds legally
available therefore and other factors.
Item 2. Exhibits.
Exhibit Title
2.1 Debtor's Modified Plan of Reorganization
2.2 Order Confirming Plan of Reorganization
3.1 Articles of Incorporation of DII
Manufacturing, Inc. (incorporated under
Nevada)
3.2 Bylaws of DII Manufacturing, Inc.
10.1 Global Settlement Agreement
Signature
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
(Registrant) DII Manufacturing, Inc.
Date August 10, 2001
By: /s/ Sherry Reissig
Sherry Reissig, President