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): September 17, 2004
(September 13, 2004)
METATEC, INC.
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(Exact name of registrant as specified in its charter)
Ohio 0-9220 31-1647405
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Metatec, Inc., c/o Richard J. Lippott, Managing Officer,
6353 Grassmere Drive, Westerville, Ohio 43082
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 761-2000
Not Applicable
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(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 the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] 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))
Section 1. Registrant's Business and Operations
Item 1.03. Bankruptcy or Receivership.
(b) Order Confirming Plan of Liquidation.
As reported in Form 8-Ks previously filed by Metatec, Inc. ("Debtor"):
- On October 17, 2003, Debtor filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy Code
(the "Bankruptcy Code") in the United States Bankruptcy Court for
the Southern District of Ohio, Eastern Division (the "Bankruptcy
Court"), In Re: Metatec, Inc., Case No. 03-65902 (the "Bankruptcy
Case");
- On December 22, 2003, Debtor completed the sale of substantially all
of its assets in a sale process supervised by the Bankruptcy Court;
- On July 21, 2004, Debtor filed a Second Amended Liquidating Plan of
Reorganization, along with a Second Amended Disclosure Statement
related to such Plan of Reorganization; and
- On July 22, 2004, the Bankruptcy Court entered an Order which, among
other things, approved the Second Amended Disclosure Statement,
fixed the deadline for filing acceptances or rejections to the
Second Amended Liquidating Plan of Reorganization, and set a
confirmation hearing on such Plan of Reorganization for September 9,
2004.
On September 14, 2004, the Bankruptcy Court entered an Order Confirming
Debtor's Second Amended Liquidating Plan of Reorganization Dated July 21, 2004,
as Modified (the "Confirmation Order"). A copy of the Debtor's Second Amended
Liquidating Plan of Reorganization dated July 21, 2004, as Modified (the
"Plan"), is attached to this Form 8-K as Exhibit 2.01. A copy of the
Confirmation Order is attached to this Form 8-K as Exhibit 2.02.
The following is a summary of the material features of the Plan
(capitalized terms used below have the meanings given such terms in the Plan):
- Source of Funds: The Plan is a liquidation plan under the provisions
of Section 1123(b)(4) of the Bankruptcy Code. All, or substantially
all, of the assets of the Debtor will be liquidated to Cash, and
sold or otherwise disposed of in accordance with the provisions of
the Plan and any Final Orders approving the sale of any property of
the Estate. All proceeds of such dispositions will be used for the
performance of the obligations set forth in the Plan, and will not
be subject to any Claim by any entity except as provided in the
Plan. The payments provided for in the Plan will be made from: (i)
the Debtor's Cash on hand as of the Effective Date and as of each
date upon which the Debtor will make distributions to holders of
Allowed Claims as provided in the Plan; (ii) deposits and refunds,
if any; and (iii) the net proceeds, if any, of any Avoidance
Actions.
- Distribution of Property under the Plan: On the Effective Date, the
Disbursing Agent will transfer to an Operating Account an amount at
least equal to the aggregate Operating Budget. Richard J. Lippott
will be the Disbursing Agent and will carry out the administrative
functions needed to implement the distributions required under the
Plan. All funds remaining in the Operating Account, if any, will be
distributed in accordance with the terms of the Plan on the First
Distribution Date, the Interim Distribution Date, if any, and on the
Final Distribution Date; provided, however, that sufficient funds in
an amount necessary to fund the Operating Budget (and any amendments
thereto) will be retained in the Operating Account on the First
Distribution Date and the Interim Distribution Date, if any.
- Timing of Distributions: The First Distribution Date will be that
date which is 90 days following the Effective Date. The Interim
Distribution Date, if any, will be determined by the Plan
Administration Committee in its sole discretion. The Final
Distribution Date will be no later than 60 days after that date on
which all assets of the Debtor have been liquidated to cash, all
Avoidance Actions have been determined and all Claims have become
Allowed Claims or disallowed in full or in part and liquidated in a
certain sum.
- Payment of Claims:
- Secured Claims (Class 1): The assets of the Estate, if any,
which constitute collateral securing any of the Allowed
Secured Claims in Class I will, at the exclusive option of the
Plan Administration Committee, either be (i) sold by the
Debtor, or (ii) surrendered to the holder of the Allowed
Secured Claim secured by such collateral, in complete
satisfaction of such Allowed Secured Claims. If the collateral
is sold by the Debtor, the holder of an Allowed Secured Claim
secured thereby will receive the net proceeds of such sale in
full satisfaction of the Allowed Secured Claim, up to 100% of
the value of the Allowed Secured Claim. Class 1 Claims, if
any, are unimpaired.
- Priority Claims (Class 2): Holders of Allowed Priority Claims
in Class 2, consisting of Allowed Claims entitled to priority
pursuant to Bankruptcy Code Section 507(a)(3), will receive
their pro rata share of Available Cash (after payment to the
holders of Administrative Expense Claims) on the Effective
Date or as soon as practicable thereafter. Class 2 Claims, if
any, are unimpaired.
- General Unsecured Claims (Class 3): Holders of Allowed
Unsecured Claims in Class 3 will receive their pro rata share
of Available Cash (after payment to the holders of Allowed
Administrative Expense Claims, Allowed Priority Claims in
Class 2 and Allowed Tax Claims) on the Final Distribution
Date; provided, however, that if the Plan Administration
Committee determines that an interim distribution will be made
prior to the Final Distribution Date, then holders of Allowed
Unsecured Claims in Class 3 will receive their pro rata share
of Available Cash (after payment to the holders of Allowed
Administrative Expense Claims, Allowed Priority Claims in
Class 2 and Allowed Tax Claims) in two separate distributions,
the first such distribution to be paid on the Interim
Distribution Date
and the second such distribution to be paid on the Final
Distribution Date. Class 3 Claims are impaired.
- Equity Interests (Class 4): All of the Equity Interest(s) in
the Debtor, which are classified in Class 4, will be
extinguished and all outstanding stock of the Debtor will be
canceled. Holders of any such Equity Interest(s) will take,
receive or retain nothing on account of such Equity
Interest(s). Class 4 interests are impaired.
- Unclassified Claims: Holders of Allowed Administrative Expense
Claims entitled to priority pursuant to Bankruptcy Code
Section 507(a)(1) will receive, on the Effective Date or as
soon as practicable thereafter, payment of their pro rata
share of the Available Cash until such Allowed Claims have
been paid in full. Holders of Allowed Tax Claims entitled to
priority pursuant to Bankruptcy Code Section 507(a)(8) will
receive their pro rata share of Available Cash (after payment
to the holders of Administrative Expense Claims and Allowed
Priority Claims in Class 2 provided for above) on the
Effective Date or as soon as practicable thereafter.
- Post-Confirmation Management of Debtor: The Debtor will continue in
existence after the Effective Date and will hold title to all of its
assets as well as any property acquired after the Effective Date
that would otherwise become property of the Estate under Section 541
of the Bankruptcy Code. The Debtor will hold its assets solely for
the benefit of the entities entitled under the Plan to receive that
property or the net proceeds from the liquidation of that property.
The Plan Administration Committee will be the Debtor's principal
agent for managing, administering, liquidating, and disbursing its
assets and, subject to the Court's jurisdiction, will exercise all
of the powers and duties set forth in the Plan. The Plan
Administration Committee will consist of three members, one of which
will be Richard J. Lippott, Debtor's Managing Officer, one of which
will be a representative of ORIX, and one of which will be appointed
by the Creditors Committee. The Plan Administration Committee will
be the sole entity responsible for managing and administering the
Debtor's assets and carrying out the provisions contained in the
Plan from and after the Effective Date. The Plan Administration
Committee will take actions based on a majority vote. The Court will
retain jurisdiction to resolve any disputes between the Plan
Administration Committee members. The Plan Administration Committee
will serve until the earliest of: (a) the entry of a Final Order
closing the Case; (b) the replacement of the Plan Administration
Committee by order of the Court; (c) the conversion of this Case to
a Chapter 7 proceeding; or (d) the dismissal of the Case. Commencing
on the Effective Date, the Debtor will conduct no business, and its
sole purpose will be to wind up its affairs in accordance with
applicable law and the Plan. The Plan Administration Committee, as
the representative of the Debtor, will manage and administer the
Debtor's assets solely for the benefit of the entities holding
Allowed Claims. From and after the Effective Date, the Plan
Administration Committee is authorized to take any action reasonable
and necessary to implement the Plan and to wind up the Estate. The
Plan Administration Committee may take such actions without further
supervision of this Court or the United States Trustee and free of
any restrictions imposed by the Bankruptcy Code, the Bankruptcy
Rules, or the Guidelines of the Office of the United
States Trustee other than those restrictions that the Plan or
Confirmation Order expressly impose on the Debtor or the Plan
Administration Committee.
- The Plan sets forth the following deadlines for the filing of
Administrative Expense and other Claims in the Bankruptcy Case:
- Administrative Expense Claims; Tax Claims. The last date to file
an application or claim for payment of an asserted
Administrative Expense Claim or Tax Claim incurred through the
Effective Date will be 30 days from the Effective Date, unless
such claim was required to be filed earlier pursuant to a final
order entered prior to confirmation of the Plan.
- Contract Rejection Claims. Claims based on the rejection of any
contracts or unexpired leases must be filed on or before that
date which is 30 days after the Effective Date, unless such
claims were required to be filed earlier pursuant to a final
order of the Court.
- Objection/Amendment to Claims. The last date for the Plan
Administration Committee or any other party in interest to file
objections to Claims is 90 days following the Effective Date.
All amendments to existing Claims must be made on or before 30
days following the Effective Date unless otherwise agreed by and
between the Debtor and the claimant.
- Only claims that are Allowed Claims will receive distributions
under the Plan. No cash payment will be made by the Disbursing Agent
to any entity holding an Allowed Claim of less than $50. No
consideration will be provided in lieu of the de minimus
distributions that are not made under the Plan.
- As of the Effective Date, and contingent upon the appointment of the
Plan Administration Committee, the Creditors Committee members will
be released and discharged from all rights and duties arising from
or related to the Case (with limited exceptions).
Promptly following the Effective Date, the Debtor will file a
Certification and Notice of Termination on Form 15 with the Securities and
Exchange Commission to terminate the registration of its securities. The
Effective Date is anticipated to be September 25, 2004.
Section 9. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description of Exhibit
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2.01 Debtor's Second Amended Liquidating Plan of Reorganization dated
July 21, 2004, as Modified.
2.02 Order Confirming Debtor's Second Amended Liquidating Plan of
Reorganization Dated July 21, 2004, as Modified.
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.
METATEC, INC.
Date: September 17, 2004 By /s/ Richard J. Lippott
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Richard J. Lippott, Managing Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2.01 Debtor's Second Amended Liquidating Plan of Reorganization dated
July 21, 2004, as Modified.
2.02 Order Confirming Debtor's Second Amended Liquidating Plan of
Reorganization Dated July 21, 2004, as Modified.