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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 10, 2003
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INDUSTRIES INTERNATIONAL, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA 000-32053 87-0522115
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYEE
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4/F., WONDIAL BUILDING, 6 SOUTH KEJI ROAD
SHENZHEN HIGH-TECH INDUSTRIAL PARK, SHENNAN ROAD
SHENZHEN, CHINA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
011-86-755-26983856
(ISSUER TELEPHONE NUMBER)
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FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors (including the risks contained in the section of this report entitled
"Risk Factors") relating to Registrant's industry, Registrant's operations and
results of operations and any businesses that may be acquired by Registrant.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
The information below is a summary of the Agreement (as defined herein),
and is qualified in its entirety by reference to the Agreement, including all
annexes, exhibits and schedules attached thereto, and any related documents that
Registrant has filed as exhibits to this Report.
On March 10, 2003, Industries International, Incorporated ("INDI" or
"Registrant") entered into an Agreement ("Agreement") for the Sale and Purchase
of Shares in Li Sun Power International Limited ("Li Sun"), by and among INDI,
Dr. Kit Tsui ("Dr. Tsui"), who is the sole shareholder of Li Sun, Li Sun, Wuhan
Hanhai High Technology Limited ("Hanhai"), Wuhan City Puhong Trading Limited
("Puhong Trading"), Shenzhen City Xing Zhicheng Industrial Limited ("Xing
Zhicheng"), and Shenzhen Kexuntong Industrial Co. Ltd. ("Kexuntong"). Pursuant
to the Agreement, INDI has agreed to acquire all issued and outstanding shares
of Li Sun from Dr. Tsui, who is the majority shareholder of INDI as well as the
Chief Executive Officer and a director of INDI, in exchange for an amount of
cash and restricted INDI common stock to be determined based on the audited net
income after tax of Li Sun. Hanhai, Puhong Trading, Xing Zhicheng, and Kexuntong
(which is a subsidiary of INDI, which indirectly owns 95% of Kexuntong's capital
stock), together, own approximately 72.83% of the capital stock of Wuhan Lixing
Power Sources Co., Ltd. ("Lixing Power Sources") as trustees for the benefit of
Li Sun. By acquiring the capital stock of Li Sun, INDI will become the
beneficial owner of this approximately 72.83% of Lixing Power Sources. Of the
remaining approximately 27.17% of Lixing Power Sources' equity, approximately
16.89% is owned by Chinese state-owned entities, and employees and former
employees of Lixing Power Sources own the approximately 10.28% of Lixing Power
Sources' remaining equity.
Dr. Tsui disclosed his interest in Li Sun to the Board of Directors of
INDI. After review and consideration of the terms of the transaction, the Board
of Directors of INDI unanimously approved the transaction. Dr. Tsui abstained
from the Board approval of the transaction.
Lixing Power Sources is a leading lithium and lithium-ion battery
manufacturer in China. Established in 1993, Lixing Power Sources markets its OEM
products to companies including ASUS, Legend, and MITAC, and also markets its
products under the brand names "Lixing (TM)" and "Lisun (TM)". Its products are
widely used in various types of electronic products including calculators, PDAs,
laptop computers, cell phones and hybrid electric vehicles.
The Agreement provides for a closing date on or before May 10, 2003, and
it cannot close before April 7, 2003, when INDI will hold a shareholder meeting
to approve the amendment and restatement of its Articles of Incorporation to,
among other things, increase its authorized capital. At closing, INDI will pay
Dr. Tsui six times Li Sun's audited net profit after tax for the year ended
December 31, 2002 (the "Price"). The Price is expected to be approximately
US$ 15-20 million, subject to final audit of the financial statements of
Lixing Power Sources. INDI will pay 50% of the Price in cash or, if enough cash
is not available, in restricted INDI common stock, and will pay the remaining
50% of the Price in restricted common stock of INDI. The value of each share of
stock will be the average closing bid price of INDI common stock between
February 12th, 2003 and March 10, 2003, the date of the Agreement.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
EXHIBIT DESCRIPTION
NUMBER
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10.1 Agreement by and among Industries International, Incorporated,
Dr. Kit Tsui and the other parties thereto.
99.1 Press release--Industries International, Incorporated Acquires Li
Sun Power International Limited
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.
INDUSTRIES INTERNATIONAL, INCORPORATED
By: /s/ Weijiang Yu
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MR. WEIJIANG YU
PRESIDENT
Dated: March 25, 2003
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