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
December 9, 2002
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(Date of Report)
VENTURES-NATIONAL INCORPORATED
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(Exact name of registrant as specified in its charter)
Utah 000-32847 87-0433444
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1855 Norman Avenue, Santa Clara, California 95054-2029
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(Address of principal executive offices)
(408) 727-7513
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Item 5. Other Events and Regulation FD Disclosure
As previously disclosed by the Company on its Form 8-K dated August 30,
2002, effective August 30, 2002 (the "Effective Time"), the Company acquired
Titan EMS, Inc., a Delaware corporation ("Titan"), through the merger (the
"Merger") of Titan with Titan EMS Acquisition Corp., a newly-formed Delaware
corporation and wholly-owned subsidiary of the Company ("Acquisition"), as a
result of which Titan became a wholly-owned subsidiary of the Company. In
connection with the Merger, Acquisition merged with and into Titan through the
exchange of 6,880,490 shares of common stock, par value $0.001 per share, of the
Company ("Common Stock"), for all of Titan's outstanding shares of common stock,
including the issuance of 5,800,000 shares of Common Stock to Irrevocable
Children's Trust ("ICT"), 800,000 shares of Common Stock to SVPC Partners LLC,
123,823 shares of Common Stock to Phoenix Business Trust and 6,667 shares of
Common Stock to Forest Home Investors I, LLC, 50,000 shares of Common Stock to
Mr. Louis George, and 100,000 shares of Common Stock to Mr. Frank Crivello.
Immediately after the Effective Time, each of Ohio Investors of
Wisconsin LLC ("Ohio Investors") and ICT converted certain outstanding
indebtedness of Titan into shares of the Company's Common Stock at a conversion
price of $1.50 per share (the "Original Conversion Price"), resulting in the
issuance of 1,160,764 shares of Common Stock to Ohio Investors and 68,667 shares
of Common Stock to ICT.
The Original Conversion Price was determined by reference to the
offering price of $1.50 per unit (each, a "Unit") of the Company, each Unit
being comprised of one share of Company Common Stock and a 5-year warrant to
purchase one share of Common Stock at an exercise price of $1.50 per share in a
private placement offering being conducted by the Company. Effective October 28,
2002, the Company amended its offering structure to provide for, inter alia, the
offering of shares of its Common Stock (without Common Stock purchase warrants)
at $0.75 per share, reduced from its previous offering price of $1.50 per Unit
(the "Repricing").
Accordingly, on December 9, 2002, the Company entered into a letter
agreement with each of ICT and Ohio Investors to provide for the issuance of
1,160,764 additional shares to ICT and 68,667 additional shares of Common Stock
to Ohio Investors, to reflect a corresponding adjustment of the Original
Conversion Price to $0.75 from $1.50.
The following table sets forth information as of the date hereof with
respect to the beneficial ownership of the outstanding shares of common stock of
the Company immediately following the Merger by (i) each person known by the
Company to beneficially own five percent (5%) or more of the outstanding shares;
(ii) the Company's officers and directors; and (iii) the Company's officers and
directors as a group.
As used in the table below, the term "beneficial ownership" means the
sole or shared power to vote or direct the voting, or to dispose or direct the
disposition, of any security. A person is deemed as of any date to have
beneficial ownership of any security that such person has a right to acquire
within 60 days after such date. Except as otherwise indicated, the stockholders
listed below have sole voting and investment powers with respect to the shares
indicated.
Name and Address of Shares of Common Stock Percentage of Class
Beneficial Owner Beneficially Owned Beneficially Owned(1)
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David Marks (Director) 9,189,352(2) 80.7%
c/o Ventures-National Incorporated
1855 Norman Avenue
Santa Clara, CA, 95054
Louis George (Director) 401,000(3) 3.4%
c/o Ventures-National Incorporated
1855 Norman Avenue
Santa Clara, CA, 95054
Gregory B. Jacobs (Director) 200,000 1.8%
c/o Ventures-National Incorporated
1855 Norman Avenue
Santa Clara, CA, 95054
Robert I. Weisberg (Director) 0 0.0%
c/o Ventures-National Incorporated
1855 Norman Avenue
Santa Clara, CA, 95054
Irrevocable Children's Trust 5,937,334 52.1%
c/o Ventures-National Incorporated
1855 Norman Avenue
Santa Clara, CA, 95054
Ohio Investors of
Wisconsin LLC 2,321,528(4) 20.4%
c/o Ventures-National Incorporated
1855 Norman Avenue
Santa Clara, CA, 95054
SVPC Partners LLC 800,000 7.0%
c/o Ventures-National Incorporated
1855 Norman Avenue
Santa Clara, CA, 95054
All Current Executive Officers and Directors
As a group (4 persons) 9,790,352(2),(3) 83.4%
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(1) Calculated based upon 11,387,963 shares of common stock outstanding as of
December 9, 2002.
(2) Includes (i) 5,800,000 shares held by Irrevocable
Children's Trust ("ICT"), of which Mr. Marks is the
trustee with voting and dispository powers with respect to the shares of
Common Stock that it holds directly or indirectly; (ii) 137,334 shares
issued by the Company to ICT in consideration for the cancellation of
$103,000 of indebtedness of Titan EMS; (iii) 2,321,528 shares held by Ohio
Investors, which is controlled by ICT (issued by the Company in
consideration for the cancellation of $1,741,146 of indebtedness of Titan
EMS); (iv) 800,000 shares held by SVPC Partners LLC, which is controlled by
ICT; (v) 123,823 shares held by Phoenix Business Trust, which is controlled
by ICT and (vi) 6,667 shares held by Forest Home Investors I, LLC, which is
controlled by ICT.
(3) Includes 50,000 shares of Common Stock received in consideration for Mr.
George's contribution of certain assets into Titan EMS prior to the
Effective Time and options to purchase up to 350,000 shares of Common Stock
at a purchase price of $1.50 per share exercisable through July 31, 2007
granted pursuant to Mr. George's employment agreement with Titan EMS (the
Company assumed the obligations under Mr. George's option agreement with
Titan EMS pursuant to the Merger Agreement).
(4) Represents shares issued by the Company in consideration for the
cancellation of $1,741,146 of indebtedness of Titan EMS.
SIGNATURE
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: December 9, 2002
VENTURES-NATIONAL INCORPORATED
By: /s/ Louis J. George
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Name: Louis J. George
Title: President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
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10.14 Letter, dated August 30, 2002, by and between Irrevocable
Children's Trust and Ventures-National Incorporated.*
10.15 Letter, dated August 30, 2002 by and between Ohio Investors of
Wisconsin LLC and Ventures-National Incorporated.*
10.17 Letter, dated December 9, 2002, by and between Irrevocable
Children's Trust and Ventures-National Incorporated.
10.18 Letter, dated December 9, 2002 by and between Ohio Investors
of Wisconsin LLC and Ventures-National Incorporated.
* Previously filed and incorporated herein by reference with the 8-K Current
Report dated September 11, 2002.