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
February 27, 2003
(Date of Report)
VENTURES-NATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
Utah 000-32847 87-0433444
(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)
5525 South 900 East, Salt Lake City, Utah 84117
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(Former name or former address, if changed since last report.)
Item 2. Acquisitions or Dispositions of Assets
General
On February 27, 2002, Ventures-National Incorporated, dba Titan General
Holdings, Inc. (OTCBB: TTGH) (the "Registrant"), manufacturer of time sensitive,
high tech, prototype, and pre-production printed circuit boards, acquired
substantially all of the assets of Eastern Manufacturing Corporation, an
Amesbury, Massachusetts-based manufacturer of rigid-flex printed circuit boards
using the patented HVRFlex process ("EMC"). Pursuant to an agreement, dated
February 27, 2003, between the Registrant and Eastern Bank ("Eastern Bank"), the
secured lender of EMC, Eastern Bank sold to the Registrant, among other things,
equipment, work-in-progress, inventory, technology, technology and patent
licenses, and customer lists, by means of a foreclosure sale in accordance with
the laws of the Commonwealth of Massachusetts and with the consent of EMC. The
Company intends to continue to use the purchased assets to manufacture
rigid-flex printed circuit boards, as well as time sensitive, high tech,
prototype, and pre-production printed circuit boards.
Pursuant to the terms of the Agreement, the purchase price was
$500,000. The purchase price was determined by negotiation between the
Registrant and Eastern Bank.
The Registrant issued the press release, attached hereto as Exhibit
99.1, with respect to the above-described acquisition.
About Eastern Manufacturing Corporation:
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Eastern is in the business of printed circuit board manufacturing with 27 years
of solid customer relationships built on its ability to deliver a high-end
technology product in a short delivery cycle. Located in Amesbury,
Massachusetts, Eastern specializes in quick turn around manufacturing of exotic
designs, including high layer count, buried and blind via technology, and a
patented product known as HVRFlex, constructed of a variety of materials such as
FR4, polyamides and Kaptontm. Eastern excels in customer service through field
applications support in design and production and offers capacity to take new
designs from prototypes through production. Eastern's capabilities have made it
a national player in the high-end printed circuit board market place. Sales as
reported by the company for the calendar year ended 12-31-02 were $8.8MM.
Ventures-National Incorporated dba Titan General Holdings, Inc.:
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The Registrant is in the business of printed circuit board manufacturing with
capability for expansion to include backplane assembly. The Registrant is a
manufacturer of time sensitive, high tech, prototype, and pre-production printed
circuit boards. Beginning in the year 2001, the Registrant and its predecessors
began acquiring cutting edge technology equipment and processes from competitors
unable to remain in business due to a severe market downturn and overwhelming
debt. The Registrant also obtained customer lists and orders from several of
these firms, resulting in new business opportunities. Through the recent
completion of these acquisitions, the Registrant is positioning to become a
leading electronics contract quick-turn manufacturer serving the fastest-growing
segment of time sensitive manufacturing in the $130 billion global electronics
manufacturing services market. The Registrant has commenced the process of
relocating and upgrading its current printed circuit board plant into a facility
formerly occupied by Tyco Electronics Inc. in Fremont, California. Through
vertical integration, the Registrant expects to evolve its service and
manufacturing operations while continuing to acquire assets and customers of
struggling firms in the printed circuit board sector.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements at
the date of the filing of this Form 8-K. The required financial statements will
be provided as soon as practicable.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
information at the date of the filing of this Form 8-K. The required pro forma
financial information will be provided as soon as practicable.
(c) Exhibits.
10.1 Secured Party's Bill of Sale
99.1 Press Release, dated February 27, 2003
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: February 27, 2003
VENTURES-NATIONAL INCORPORATED
By: /s/ David M. Marks
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Name: David M. Marks
Title: Chairman of the Board