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
Date of Report:
(Date of earliest event reported)
December 29, 2005
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Applied Spectrum Technologies, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other Jurisdiction of Incorporation or Organization)
0-16397 41-2185030
(Commission File Number) (IRS Employer Identification No.)
936A Beachland Boulevard, Suite 13
Vero Beach, FL 32963
(Address of Principal Executive
Offices and zip code)
(772) 231-7544
(Registrant's telephone
number, including area code)
65 Norwood Avenue
Upper Montclair, NJ 07043
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the Company's actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. The Company's actual results could differ materially from
those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, the Company undertakes
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
Item 1.01 Entry into a Material Definitive Agreement.
On December 14, 2005, Norwood Venture Corp., a Delaware corporation
("Norwood") entered into a Securities Purchase Agreement with KI Equity Partners
III, LLC, a Delaware limited liability company ("KI Equity"), as amended (the
"Purchase Agreement") under which KI Equity agreed to purchase and Norwood
agreed to sell an aggregate of 2,281,302 shares of common stock ("Shares") of
Applied Spectrum Technologies, Inc., a Delaware corporation ("Applied",
"Company", "we", "us", or "our"), representing approximately 77.2% of our
outstanding shares of common stock, to KI Equity at a price of $175,000. Mark R.
Littell was the former Chief Executive Officer and Chief Financial Officer of
Applied and is the President and controlling stockholder of Norwood.
Applied is currently a shell company with nominal assets whose sole
business has been to identify, evaluate and investigate various operating
companies to complete a business combination. Our board of directors approved
sale of Norwood's controlling interest in Applied to KI Equity as it believes KI
Equity and Applied's new management will be better able to recover some value
for Applied's stockholders by the adoption and implementation of a plan to seek,
investigate and, if the results of such investigation warrants, effect a reverse
merger transaction pursuant to which Applied would acquire a target company with
an operating business with the intent of continuing the acquired company's
business as a publicly held entity.
The closing of the transactions under the Purchase Agreement occurred on
December 29, 2005 ("Closing"). Immediately prior to the Closing, Norwood and
Mark R. Littell entered into a release agreement with Applied ("Release
Agreement") under which Mark R. Littell and Norwood agreed to release Applied
from any and all debts and obligations owed by Applied to Mark R. Littell and
Norwood and its affiliated companies, subsidiaries and controlling persons. The
Release Agreement is attached as an Exhibit to this Current Report.
Immediately following the Closing, Applied has 2,953,941 shares of common
stock outstanding. KI Equity owns 2,281,302 shares of Applied's common stock, or
approximately 77.2% of the outstanding shares.
Effective as of the Closing, Kevin R. Keating was appointed President,
Secretary, Treasurer and a director of Applied. Concurrently, the principal
executive office of Applied was moved to 936A Beachland Boulevard, Suite 13,
Vero Beach, FL 32963.
The Purchase Agreement contemplates that Mark R. Littell will continue as
a director of Applied following the Closing until such time as we comply with
Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1
promulgated under the Exchange Act. The information statement under Rule 14f-1
was filed with the SEC on December 15, 2005 and mailed to stockholders on
December 19, 2005. As such, Mark R. Littell is expected to submit his
resignation as a director of Applied after the Closing and effective on the
eleventh day following the filing and mailing of the information statement.
There will be a change of control of Applied only upon Mark R. Littell's
resignation as a director becoming effective. Mark R. Littell has indicated his
intent to resign as a director effective on the eleventh day following the
filing and mailing of the information statement. We intend to report the
resignation of Mark R. Littell as a director of Applied and the resulting change
of control of Applied on a Current Report on Form 8-K once such resignation and
change of control become effective.
Other than the transactions and agreements disclosed in this Form 8-K,
Applied knows of no other arrangements which may result in a change in control
of Applied.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective as of the Closing, Mark R. Littell resigned as Chief Executive
Officer and Chief Financial Officer of Applied. These resignations were not as a
result of any disagreement between Applied and any of the resigning officers.
Effective as of the Closing, Kevin R. Keating was appointed President,
Secretary, Treasurer and a director of Applied.
Mr. Keating is an investment executive and for the past nine years has
been the Branch Manager of the Vero Beach, Florida, office of Brookstreet
Securities Corporation. Brookstreet is a full-service, national network of
independent investment professionals. Mr. Keating services the investment needs
of private clients with special emphasis on equities. For more than 35 years, he
has been engaged in various aspects of the investment brokerage business. Mr.
Keating began his Wall Street career with the First Boston Company in New York
in 1965. From 1967 through 1974, he was employed by several institutional
research boutiques where he functioned as Vice President Institutional Equity
Sales. From 1974 until 1982, Mr. Keating was the President and Chief Executive
Officer of Douglas Stewart, Inc., a New York Stock Exchange member firm. Since
1982, he has been associated with a variety of firms as a registered
representative servicing the needs of individual investors. Mr. Keating is 64
years of age.
As of the date of this Report, Applied has not entered into any agreements
to compensate, nor has it paid any compensation to, Mr. Keating for any services
rendered or to be rendered by him as an officer or director of Applied. However,
it is expected that Mr. Keating will be compensated for his services rendered
and to be rendered to Applied.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. None
(b) Pro forma financial information. None
(c) Exhibits.
10.16 Release Agreement between Applied Spectrum Technologies, Inc.,
Norwood Venture Corp. and Mark R. Littell dated December 28,
2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Applied Spectrum Technologies, Inc. has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
APPLIED SPECTRUM TECHNOLOGIES, INC.
Date: December 29, 2005 By: /s/ Kevin R. Keating
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Kevin R. Keating, President
Exhibit Index
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Exhibit Description of Exhibit
Number
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10.1 Release Agreement between Applied Spectrum Technologies, Inc.,
Norwood Venture Corp. and Mark R. Littell dated December 28, 2005.
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