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): March 22, 2004 (March 19, 2004)
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NUCOTEC, INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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(State or other jurisdiction of incorporation) |
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000-50146 |
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94-3409645 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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3841 Amador Way, Reno, NV 89502 |
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(Address of principal executive offices) |
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(775) 827-2324 |
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(Issuer’s telephone number) |
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1080 S.E. 3rd Avenue, Ft. Lauderdale, FL 33316 (954) 356-8111 |
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(Former name, address and telephone number) |
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On March 19, 2004, Earl T. Shannon, Steven W. Hudson, and Scott W. Bodenweber agreed that 5,110,200 of their shares of the Company will be redeemed by the Company in exchange for all of the Company’s shares of Salty’s Warehouse, Inc. (the “Transfer”). Earl T. Shannon, Steven W. Hudson, and Scott W. Bodenweber have agreed that 917,800 of their shares of the Company will be redeemed by the Company in exchange for $570,000 (the “Sale”). As a condition to these transactions, Messrs. Shannon, Hudson, and Bodenweber have resigned as officers of the Company. Earl W. Abbott has been appointed President, Chief Financial Officer and Secretary of the Company. In addition, Mr. Abbott, Carl A. Pescio and Stanley B. Keith have collectively purchased 84,000 shares of common stock from the Company. Mr. Abbott, Mr. Pescio and Mr. Keith will replace Messrs. Shannon, Hudson and Bodenweber on the Board of Directors of the Company ten days after a Schedule 14f-1 is delivered to our shareholders.
(b) The following table sets forth, as of March 19, 2004, certain information with respect to the Company’s equity securities owned of record or beneficially by (i) each officer and director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all directors and officers as a group.
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Title of Class |
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Name of
Beneficial |
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Amount of
Beneficial |
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Percent of Class |
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Common Stock |
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Earl W.
Abbott |
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42,000 shares |
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31.8 |
% |
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Common Stock |
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Carl A.
Pescio |
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21,000 shares |
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15.9 |
% |
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Common Stock |
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Stanley B.
Keith |
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21,000 shares |
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15.9 |
% |
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Common Stock |
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All
directors and named |
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84,000 shares |
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63.6 |
% |
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 19, 2004, pursuant to a Plan of Reorganization and Acquisition, we acquired 5,110,200 shares of our common stock from Earl T. Shannon and Steven W. Hudson in exchange for 80 shares of common stock of Salty’s Warehouse, Inc. As a result of this transaction, we no longer own Salty’s Warehouse, Inc. We have returned the 5,110,200 shares of our common stock to authorized, but unissued status.
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ITEM 7. |
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FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS |
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(c) |
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Exhibits |
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10.l |
Stock Redemption Agreements, dated March 19, 2004 |
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10.2 |
Plan of Reorganization and Acquisition, dated March 19, 2004 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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NUCOTEC, INC., |
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a Nevada corporation |
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/s/ Earl T. Shannon |
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BY: |
Earl T. Shannon |
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ITS: |
President |
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Date: |
March 19, 2004 |
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