Hightec Inc – ‘8-K’ for 11/20/96

As of:  Wednesday, 12/18/96   ·   For:  11/20/96   ·   Accession #:  936392-96-1204   ·   File #:  0-27344

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         7     26K 
 2: EX-7.1      Opinion re: Liquidation Preference                    11     33K 
 3: EX-7.2      Opinion re: Liquidation Preference                     4     16K 
 4: EX-7.3      Opinion re: Liquidation Preference                     6     20K 
 5: EX-7.4      Opinion re: Liquidation Preference                     2      8K 
 6: EX-7.5      Opinion re: Liquidation Preference                     3     14K 
 7: EX-7.6      Opinion re: Liquidation Preference                     4     20K 
 8: EX-7.7      Opinion re: Liquidation Preference                     2±    10K 
 9: EX-7.8      Opinion re: Liquidation Preference                     1      8K 

8-K   —   Current Report
Document Table of Contents

8-K
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PAGE 1                                                                          

As filed with the United States Securities and Exchange Commission on           
December 16, 1996                                                               

 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 Act of 1934

 Date of Report (Date of Earliest Event Reported): November 20, 1966

 HIGHTEC, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

0-27344                                             52-0894692  
(Commission File Number)                               (IRS Employer ID No.)    

 99 Marinero Circle, # 201
 Tiburon, CA 94920
(Address of Principal Executive Offices)

(415) 435-1445
(Registrant's Telephone Number, Including Area Code)

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PAGE 2                                                                          

This Current Report on Form 8-K is filed by Hightec, Inc., a Delaware 
corporation (the "Company"), in connection with the matters described herein.   

ITEM 1.           CHANGES IN CONTROL OF REGISTRANT                              

(a)   CHANGE OF CONTROL OF REGISTRANT       

            On November 20, 1996 the controlling shareholders of the
Company entered into an agreement for the private sale of 6,793,243 shares of   
common stock of Hightec, Inc., personally owned by the sellers. A promissory    
note for $160,000 secured by a lockup and escrow agreement for the shares being 
purchased was the consideration. 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 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.                   

          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. Mr. Stockett became the beneficial 
owner of 60% of the outstanding shares of the Company, and designated accredited
investors became the beneficial owners of the remaining 25% of the outstanding  
shares purchased. No additional investor owns 5% or more of the outstanding     
shares. All shares were acknowledged in the agreement as restricted shares. No  
new shares were issued by 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. 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 7.12.                                                                   

               Mr. Stockett's personal background, business and regulatory
matters are described in Attachment 7.5.                                        

         b. RESIGNATIONS OF FORMER OFFICERS AND DIRECTORS AND APPOINTMENT OF NEW
OFFICERS & DIRECTORS                                                            

             Concurrent with the execution of the agreement, the Board
accepted the resignations of Barry D. Russell and Arlen O. Barksdale, and the   
Sole Director, Malcolm D. Campbell appointed the following persons to fill the  
vacancies on the Board of Directors:                                            

       Christophar Bonvini
  Larry Stockett
 Jeffrey Petty

                 Upon acceptance by the new members Mr. Campbell resigned as a
Director, President and Chief Financial Officer.                                

               On November 21, 1996, the Board of Directors of the Company
met by telephone and approved a resolution to appoint Larry Stockett as         
President and Chief Financial Officer, and Jeffrey Petty as Secretary. The Board
also approved the change of address of the primary executive offices of the     
Company to 99 Marinero Circle #201, Tiburon, CA. 94920.                         

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PAGE 3                                                                          

ITEM 2.                    ACQUISITION OR DISPOSITION OF ASSETS                 

                (a) OPTION TO PURCHASE COMPANY SUBSIDIARY GRANTED TO SELLERS
OF HIGHTEC, INC.                                                                

    An option was granted to the sellers of the Company, referenced in
paragraph 2.11 of the Stock Purchase and Escrow Agreement, Exhibit 7.1, to      
purchase all of the issued and outstanding shares of the Company Subsidiary,    
Navmatic Corporation, for $10,000 cash. Exercise of the option would represent a
disposal of virtually all of the Company's former assets (and liabilities).     

(b) OPTION TO ACQUIRE 100% OF THE STOCK OF IPO NETWORK, INC.  

 On December 6, 1996 an option to acquire 100% of the issued and
outstanding stock of the IPO Network, Inc. was granted to the Company by Larry  
Stockett, President, sole Director, and controlling shareholder of OTC Emerging 
Fund, Inc., owner of 80% of IPO Network, Inc. shares, and by Larry Stockett,    
personally, and ten other accredited investors who collectively own 20% of the  
shares of IPO Network, Inc., collectively referred to as the IPO Network        
Sellers. Other than Mr. Stockett who is the beneficial owner of approximately   
67% of OTC Emerging Growth Fund, and 5% of IPO Network personally, none of the  
other 9 accredited investors owns more than 5% of IPO Network, Inc. Under the   
terms of the option, the OTC Emerging Growth Fund would receive 1,600,000       
million shares and the 10 accredited investors would receive a total of 400,000 
shares collectively. IPO Network Sellers would receive 2 million new shares to  
be issued by Hightec, Inc., and the IPO Network would become a wholly owned     
subsidiary of Hightec, Inc. in a stock-for-stock exchange. The primary assets   
owned by IPO Network to be acquired upon exercise of the stock options are      
itemized below and described in detail in Exhibit 7.6                           

a.       IPO television show, all rights.                     

        b.       S.M.A.R.T. Money Workshops Television Infomercial, all rights

c.       S.M.A.R.T. Money Workshop training curricula         

        d.       IPO Network hard copy library and data base of IPOs from 1973
to present                                  

     e.       IPO Network Internet World Wide Web Site (on line service)

       f.       IPO Network and S.M.A.R.T. Money Workshop trade marks, trade
              names,, logos, and intellectual property rights associated
     with IPO Network, and S.M.A.R.T. Money Workshops.

        Approximately $2 million in cash and $4 million in television air time
were expensed over the past two years by Larry Stockett personally, the OTC     
Emerging Growth Fund, and the IPO Network to develop the above assets and       
business relationships. The assets will be written down to the par value of the 
Hightec, Inc. shares received by the OTC Emerging Growth Fund upon the exchange 
of shares with the IPO Network. The value of these assets will be carried on the
books of Hightec, Inc. at $2,000 which represents the $ .001 par value of the   
2,000,000 shares of Hightec stock to be exchanged for 100% of the IPO Network   
stock upon exercise of the option.                                              

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PAGE    4                                                                 

        (c) CAPITALIZATION PLAN TO PAY FOR ASSETS TO BE ACQUIRED UPON EXERCISE
OF OPTIONS AND ACCEPTANCE OF ACQUISITION PROPOSAL.                              

  The Company plans to undertake one or more private placements by
offering to sell up to five (5) million shares of its stock for up to $5 million
in aggregate from accredited investors in order to implement the proposed       
acquisitions of the IPO Network, Inc. Some or all of theses may be offered to   
foreign investors using a Regulation S offering.                                

       The use of proceeds would be to expand the marketing, distribution, and
licensing of the IPO Network products and services upon completion of the       
acquisition.                                                                    

ITEM 3. BANKRUPTCY OR RECEIVERSHIP                                              

No Change                                                       

ITEM 4.        CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.                   

No Change                                                       

ITEM 5. OTHER EVENTS                                                            

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PAGE 5                                                                          

      On December 6, 1996 the Company issued a press release announcing that
it had distributed the first edition of Winners magazine to 8,000 members of    
WIN. A copy of the press release is attached as Exhibit 7.7.                    

  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 7.8.                     

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS                                  

       (a) The resignation of former officers and directors and appointment of
new officers and directors is reported in Item 1(b) above.                      

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS                                       

(c) 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     Larry A. Stockett, Background and Regulatory History    

       7.6     Stock Option Agreement, IPO Network, Dec. 6, 1996 - Description
of Assets                                       

7.7     Press Release, December 6, 1996 Winner's is a Winner    

       7.8     Escrow instructions releasing a portion of sellers shares dated
December 16, 1996.                              

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PAGE 6                                                                          

ITEM 8.   CHANGE IN FISCAL YEAR                                                 

No Change                                                                       

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.                                       

Date:  December 18, 1996                       Hightec, Inc.                    

                                         by:  /s/  Larry A. Stockett

                                                         Name: Larry A. Stockett
                                                   Title:  President

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PAGE 7                                                                          

 Exhibit Index

EXHIBIT                  DESCRIPTION                                PAGE NUMBER 

7.1                    Stock Purchase and Escrow                       8    
Agreement, November 20, 1996  

7.2                    Security Agreement, Promissory                  19   
Note, November 20, 1996       

7.3                    Stock Escrow Agreement, November                23   
20, 1996                      

7.4                    Promissory Note, November 20,                   29   
1996                          

7.5                    Larry A. Stockett, Background                   31   
and Regulatory History - Track
record of accomplishments     

7.6                    Stock Option Agreement, IPO                     34   
Network, Dec. 6, 1996 -       
Description of Assets         

7.7                    Press Release, December 6, 1996                 38   
Winner's is a Winner          

7.8                    Escrow Instructions Releasing a                 39   
Portion of Sellers Shares,    
effective December 16, 1996   

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/18/96		6					SC 13D
		12/16/96		1		7
		12/6/96		3		7
		11/21/96		2
For Period End:		11/20/96		2		7
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