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): July 8, 2002 (May 2, 2002)
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ARMITEC, INC.
Delaware 0-11419 22-2435595
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(State or other (Commission File (IRS Employer
jurisdiction of No.) ID No.)
incorporation)
4479 Atlanta Road, Smyrna, Georgia 30080
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(Address of principal executive offices)
770-432-8140
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
As previously reported on Armitec's annual report on Form 10-KSB for
the fiscal year ended December 31, 2001, filed on May 14, 2002, and its
quarterly report on Form 10-QSB for the quarter ended March 31, 2002, filed on
May 20, 2002, on May 2, 2002, Jack Young Associates, Inc., a wholly-owned
subsidiary of the Company, purchased the assets of Pocono Knits, Inc, a New
Jersey corporation. Pocono Knits, Inc. is a manufacturer of sweaters for the
military, police, postal, fire And security companies. The company has been in
business for over 40 years and services the same customer base as the Company
intends to service. The sale was consummated pursuant to the terms and
conditions of an Asset Purchase Agreement dated as of March 15, 2002, as amended
by a First Amendment to Asset Purchase Agreement dated May 2, 2002 ( The "Asset
Purchase Agreement"). Armitec intends to continue to continue to use the assets
for the same general purpose as they were used prior to the asset purchase.
Pursuant to the terms of the Asset Purchase Agreement, Jack Young
Associates, Inc. assumed all of the obligations of Pocono Knits, Inc in the
aggregate amount of approximately $1,900,000. In connection with the Asset
Purchase Agreement, the Company entered into a Stock Pledge Agreement whereby
the Company pledged all of the issued and outstanding shares of Jack Young
Associates, Inc. to Jack Young as security for the performance of certain
obligations of the Company, including the payment of all amounts now due or
coming due at any time thereafter in connection with such obligations.
The foregoing description is qualified in its entirety by reference to
the Asset Purchase Agreement as amended, and the Stock Pledge Agreement.
Item 5. Other Events
In addition, the Company entered into a Consulting Agreement with the
former president of Pocono Knits, Inc, which pays the consultant $127,200 per
year and 2,000,000 shares of the Company's common stock. The 2,000,000 shares of
the Company's stock is subject to a Put Agreement whereby upon the five year
anniversary of the Put Agreement, the consultant may put the shares back to the
Company for the sum of $550,000. At any time after the two year anniversary of
the Put Agreement, the Company may call the 2,000,000 shares for the sum of
$550,000. If the consultant rejects a call from the Company, the consultant's
put option will terminate. The Company also entered into an Employment Agreement
with the former Vice President of Pocono Knits, Inc with compensation in the
amount of $96,180 per year.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business
To be filed by amendment
(b) Pro Forma Financial Information
To be filed by amendment
(c) Exhibits
2.1 Asset Purchase Agreement among Jack Young, Inc., Pocono Knits,
Inc. and the Shareholders of Pocono Knits, Inc.*
2.2 First Amendment to Asset Purchase Agreement*
10.1 Stock Pledge Agreement by and between Armitec, Inc. and Jack
Young*
10.2 Escrow Agreement by and among Armitec, Inc., Jack Young and
Escrow Agent*
10.3 Employment Agreement with Tony Anzovino*
10.4 Consulting Agreement with Jack Young*
10.5 Put Agreement by and between Jack Young Associates, Inc. and
Jack Young*
* Incorporated by reference to Armitec, Inc.'s annual report
on Form 10-KSB, filed with the Securities and Exchange Commission on
May 14, 2002 (SEC File No. 000-11419)
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 hereto duly authorized.
ARMITEC, INC.
(Registrant)
Dated: July 8, 2002 By /s/ Bruce R. Davis
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Bruce R. Davis
President