General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 5 26K
2: EX-7.1 Opinion re: Liquidation Preference 11 32K
3: EX-7.2 Opinion re: Liquidation Preference 4 16K
4: EX-7.3 Opinion re: Liquidation Preference 6 21K
5: EX-7.4 Opinion re: Liquidation Preference 2 7K
6: EX-7.5 Opinion re: Liquidation Preference 2 9K
CUSIP NO. 431155 10 0 13D PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HIGHTEC, INC.
(Name of Issuer)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.001 per share
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title or Class of Securities)
431155 10 0
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(CUSIP Number)
Larry A. Stockett
President
Hightec, Inc.
99 Marinero Circle #201
Tiburon, CA 94920
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 20, 1996
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement of Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d1(b) (3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with this statement [x].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7)
The information required in the remainder of this cover page (the page numbered
2 herein) shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act.
CUSIP NO. 431155 10 0 13D PAGE 2
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry A. Stockett
I.R.S. Identification No.: 561-58-7975
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,793,243
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,793,243
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,793,243
CUSIP NO. 431155 10 0 13D PAGE 3
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60%
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the common
stock, $.001 par value per share (the "Common Stock"), of Hightec, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 99 Marinero Circle #201, Tiburon, CA 94920.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Larry A. Stockett.
(b) 99 Marinero Circle, Tiburon, CA 94920
(c) President, IPO Network, Inc. President and majority shareholder of
venture capital company engaged in publishing, software, internet related
businesses. 99 Marinero Circle #201, Tiburon, CA 94920.
(d) During the last five years, neither the Reporting Person nor (to the
knowledge of the Reporting Person) any executive officer, director, or
controlling person of the Reporting Person has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
(e) Mr. Stockett has been an entrepreneur and venture capitalist for over 30
years. He has been involved in hundreds of projects and personally conducted 12
mergers and acquisitions. He has been involved in a number of projects which
have not achieved their projected goals and has a regulatory history which has
included a federal injunction and two state consent decrees for allegedly
violating the disclosure and exemption requirements of complex federal and state
securities laws. A summary of these regulatory matters follows. At all times,
Mr. Stockett believed that he was complying with securities laws, and relied on
a series of corporate counsel opinions for each of the transactions in which he
received regulatory complaints
A complaint was filed alleging Mr. Stockett violated securities laws in
1983 relating to the $5 million Initial Public Offering of his first public
company, PC Telemart. A litigation naming Prescott Ball and Turbin (subsidiary
of Fireman's Fund) and Mr. Stockett as co-defendants was commenced and he was
released as a defendant after the discovery stage. Subsequently a similar
complaint was filed by the SEC and Mr. Stockett chose not to defend the law suit
since the company's assets had been sold to Xerox
CUSIP NO. 431155 10 0 13D PAGE 4
Corporation and PC Telemart was no longer in business. Mr. Stockett had
exhausted his financial resources in his successful legal defense of the first
law suit. In order to avoid the additional time and legal expense associated
with another potential litigation, Mr. Stockett settled the Government's
complaint by accepting a consent decree and permanent injunction from violating
securities laws, without admitting or denying that he had violated them in the
first place. Mr. Stockett had not sold any of his personal shares and had lost
his entire investment along with other shareholders. Mr. Stockett did not
receive any fine or restriction from serving as an officer or director of a
public company in the future.
A complaint filed by the California Securities Commission alleged that Mr.
Stockett's company sold securities without a registration statement or exemption
in the State of California in conjunction with the acquisition of three long
distance telephone companies in 1987, made by his company, Fibernet
Communications Corporation. Mr. Stockett relied on opinion of counsel that each
of the acquisitions was exempt from registration. The California Corporation
Commission claimed that the offerings should be integrated, thus exceeding the
number of shareholders that could be solicited in a single exempt transaction.
Since the transactions involved a stock for stock exchange with no cash sales
and all shareholders desired to complete the transactions after being offered
the right to rescind, Mr. Stockett agreed to a $1,000 fine and consent decree in
which he agreed not to violate California Securities Regulations in the future,
without admitting or denying that he violated such regulations in the first
place.
In 1991, Mr. Stockett filed a personal bankruptcy after receiving
a default judgment of $5 million in conjunction with a real estate transaction
which he personally guaranteed in 1987. Mr. Stockett's bankruptcy was brought
about by the collapse in real estate values of the real estate purchased in the
transaction and the collapse in value of his collateral stock.
In April, 1996 Mr. Stockett entered a consent decree with the
State of Oregon relating to OTC Emerging Growth Fund. The State of Oregon
alleged that the private placement offering memorandum omitted material
disclosures and was advertised on the nationally syndicated IPO Television and
Radio Shows causing them to disallow the private placement exemption. Mr.
Stockett relied on the advice of experienced securities counsel who also served
on the Board of Directors and prepared the offering memorandum. The State of
Oregon subsequently determined that no exemption was available under Oregon
securities law and that the investors were not provided with adequate disclosure
of Mr. Stockett's prior regulatory history or personal financial bankruptcy. Mr.
Stockett was fined 15,000 with $10,000 waived.
(f) U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
A promissory note for $160,000 secured by a lockup and escrow agreement for the
shares being purchased was the consideration. Mr. Stockett plans to pay for the
promissory note with the proceeds of a personal loan from a private source to be
secured by a portion of the shares to be released from escrow at the close of
escrow.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction was to permit the Reporting Person to acquire 60%
ownership interest of Hightec, Inc. and to allow designated accredited investors
to acquire 25% ownership interest. No designated accredited investor acquired
more than 5% ownership interest. No designated investor acted as a member of a
group or had any affiliation with the Reporting Person.
CUSIP NO. 431155 10 0 13D PAGE 5
Under the terms of the agreements, the Buyer, Larry A. Stockett and his
designees, collectively purchased 85% of the outstanding stock of the Company
from EFM Venture Group, Inc., and Complete Security Service Defined Benefits
Pension Trust, the Sellers.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person has been informed by the Issuer that there
were 7,992,000 issued and outstanding shares of Common Stock as of November 20,
1996. The Reporting Person is the beneficial owner as of November 20, 1996 of
4,793,243 shares of Common Stock, which represents approximately 60% of the
issued and outstanding shares of Common Stock .
(b) The Reporting Person has the sole power to vote 4,793,243 shares, which
represents approximately 60% of the issued and outstanding shares of Common
Stock.
(c) Not applicable
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
A copy of the Stock Purchase and Escrow Agreement, Security Agreement,
Promissory Note, and Stock Escrow Agreement, all dated November 20, 1996 are
attached as exhibits 7.1, 7.2, 7.3, and 7.4 respectively.
Mr. Stockett signed a promissory note to purchase the stock. Mr. Stockett
is the beneficial owner of 60% of the previously issued and outstanding
shares of the Company. The selling shareholders also agreed to a lock up
agreement for the remaining shares which they personally retained (with the
certificates to be held in escrow) limiting the number of remaining shares
owned by them which could be sold during any 90 day period following the
payment of the promissory note and close of escrow without the express written
permission of Mr. Stockett. On December 16, 1996 Mr. Stockett permitted the
release of 112,000 shares from the escrow because of the limited float
available in the market. A copy of the escrow instructions is attached as
Exhibit 7.5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
7.1 Stock Purchase and Escrow Agreement, November 20, 1996 between
EFM Venture Group, Inc., Complete Security Service Defined
Benefits Pension Trust, collectively referred to as "Sellers",
and Larry A. Stockett and his designees collectively referred
to as Buyers, and Hightec, Inc.
7.2 Security Agreement, Promissory Note, November 20, 1996
7.3 Stock Escrow Agreement, November 20, 1996
7.4 Promissory Note, November 20, 1996
7.5 Escrow Instructions, effective December 16, 1996
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SC 13D’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 12/18/96 | | | | | | | 8-K |
| | 12/16/96 | | 5 |
| | 11/20/96 | | 1 | | 5 | | | 8-K |
| List all Filings |
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