Applied Energetics, Inc. – ‘8-K’ for 3/18/04

On:  Wednesday, 3/24/04, at 4:20pm ET   ·   For:  3/18/04   ·   Accession #:  1144204-4-3455   ·   File #:  1-14015

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     18K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     56    226K 
                          Liquidation or Succession                              

8-K   —   Current Report
Document Table of Contents

8-K
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 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 18, 2004        
                                                   -----------------------------

U.S. HOME & GARDEN INC. 
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                         001-14015                   77-0262908     
---------------                  --------------        -------------------------
(State or other                   (Commission               (IRS Employer       
jurisdiction of                   File Number)             Identification No.)  
incorporation)                                                                  

3590 East Columbia Street, Tucson, Arizona                          85714       
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (zip code)     

Registrant's telephone number, including area code       (520) 628-7415         
                                                   -----------------------------

655 Montgomery Street, San Francisco, California 94111                          
--------------------------------------------------------------------------------
(Former name or former address, if changed since the last report)               

8-K
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Item 1.  Change in Control of Registrant                                        

      As a result of the merger on March 18, 2004 of Ionatron Acquisition Corp.,
a  wholly-owned  subsidiary  of the  Registrant  ("Merger  Sub"),  with and into
Ionatron,  Inc. ("Ionatron"),  making Ionatron, a wholly owned subsidiary of the
Registrant  (the  "Merger"),  a change of  control of the  Registrant  occurred.
Pursuant to the terms of the Amended and Restated  Plan and  Agreement of Merger
(the "Merger Agreement") by and among the Registrant,  Merger Sub, Robert Kassel
(for  purposes  of Sections  5.9,  6.2(d),  6.2(j),  9.4 and 10.10 of the Merger
Agreement  only),  Fred  Heiden  (for  purposes  of  Section  9.4 of the  Merger
Agreement  only),  Ionatron and Robert  Howard,  Stephen W.  McCahon,  Thomas C.
Dearmin and Joseph C. Hayden (collectively,  the "Ionatron  Stockholders"),  the
Registrant  issued an  aggregate of  48,452,249  shares of its common stock (the
"Merger  Consideration"),   of  which  the  Ionatron  Stockholders  received  an
aggregate of 46,127,898 shares of the Registrant's  common stock in exchange for
all of the shares of stock of Ionatron and the  remaining  2,324,351  shares  of
common stock were placed in escrow.  The 48,452,249  shares of the  Registrant's
common  stock  represented  approximately  66.11%  of the  common  stock  of the
Registrant on a fully diluted basis immediately after the Merger.               

      Upon consummation of the Merger, Mr. Howard,  Mr. Dearmin,  George Farley,
James Harlan and David Hurley were appointed  directors and the former directors
of the Registrant resigned.  Thereafter,  Rear Admiral Thomas W. Steffens,  U.S.
Navy (Ret.), was appointed as a member of the Registrant's Board of Directors.  

Item 2.  Acquisition or Disposition of Assets                                   

      As a result of the Merger,  on March 18, 2004 the Registrant  acquired all
of the stock of Ionatron,  making  Ionatron,  a wholly owned  subsidiary  of the
Registrant. Pursuant to the terms of the Merger Agreement, the Registrant issued
the  Merger  Consideration,  of which  the  Ionatron  Stockholders  received  an
aggregate of 46,127,898 shares of the Registrant's  common stock in exchange for
all of the shares of stock of Ionatron and the  remaining  2,324,351  shares  of
Common  Stock were placed in escrow.  The  consideration  by the  Registrant  in
connection with the Merger was determined by negotiations  among certain parties
to the Merger. The Registrant obtained an opinion of Roth Capital Partners,  LLC
to the  effect  that the  issuance  of the Merger  Consideration  is fair to the
stockholders of the Registrant from a financial point of view.                  

      Mr.  Robert  Kassel,  the former  chairman,  chief  executive  officer and
president of the  Registrant,  accepted,  in lieu of and in  substitution of the
significantly  higher cash severance  package that was otherwise  payable to him
under  the  terms  of his  employment  agreement  upon  the  termination  of his
employment agreement upon consummation of the Merger, (i) $500,000, (ii) 750,000
shares of the  Registrant's  restricted  common  stock,  which were subject to a
put/call with designees of Mr. Howard,  to purchase or sell such shares at $0.67
per  share (or an  aggregate  of  $500,000),  and  (iii)  the  cancellation  and
forgiveness  of  outstanding  loans made by the  Registrant to Mr. Kassel in the
principal amount of $487,000,  plus interest accrued through the closing date of
the  Merger.  The loans  would  otherwise  have been  payable  by Mr.  Kassel in
installments  between 2004 and 2008.  The  designees  exercised  the call on the
closing date of the                                                             

-2- 

8-K
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Merger and the shares were sold by Mr.  Kassel to the  designees  in  accordance
with the terms of the call.                                                     

      As a  condition  to the  acquisition,  Mr.  Kassel,  purchased  all of the
outstanding  capital stock of Golden West  Agri-Products,  Inc., a subsidiary of
the  Registrant  for $114,875,  based upon a valuation  delivered by ISI Capital
Partners, LLC.                                                                  

      Prior  to  the  negotiation  of  the  Merger   Agreement,   there  was  no
relationship between the Registrant and Ionatron,  their respective  affiliates,
directors and officers, or any associate of any such director or officer.       

      The description of the Merger Agreement in this report is qualified in its
entirety by reference to the copy of the Merger  Agreement  which is attached as
an exhibit to this current Report on Form 8-K and which is  incorporated  herein
by reference.                                                                   

Item 7.  Financial Statements and Exhibits.                                     

      (a)-(b) Financial  Statements of Business Acquired and Pro Forma Financial
Information.                                                                    

      The  Financial   Statements  of  Ionatron  and  the  Pro  Forma  Financial
Information  required  to be filed as part of this  Current  Report  on Form 8-K
shall be filed within 60 days of the due date of this Report.                   

(c)   Exhibits.                                                     

      The exhibits  filed as part of this Current  Report on Form 8-K are listed
in the attached Index to Exhibits.                                              

Item 8.  Change in Fiscal Year                                                  

      As a result of the Merger, the Board of Directors determined to change the
Registrant's  fiscal year end from June 30 to December 31. The  Registrant  will
file on Form 10-Q a quarterly  report for the period ending March 31, 2004 as no
transition report is required.                                                  

-3- 

8-K
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
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.                                           

                       U.S. HOME & GARDEN INC.

                         By: /s/ Thomas C. Dearmin
                                       ---------------------------------
                              Thomas C. Dearmin,
                                              Chief Executive Officer, President
                                       And Chief Financial Officer

Dated:  March 24, 2004                                                          

-4- 

8-K
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
 INDEX TO EXHIBITS

Exhibit                 Description                                             
-------                 -----------                                             

2(a)                    Amended and Restated  Plan and Agreement of Merger dated
                        as of March 17, 2004 between the Registrant, Merger Sub,
                        Robert  Kassel (for  purposes of Sections  5.9,  6.2(d),
                        6.2(j),  9.4 and 10.10 only),  Fred Heiden (for purposes
                        of Section 9.4 only),  Ionatron,  Robert Howard, Stephen
                   W. McCahon, Thomas C. Dearmin and Joseph C. Hayden.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/31/04		3					10-Q
Filed on:		3/24/04		4					PRE 14A,  SC 13D
For Period End:		3/18/04		1		2			3,  4,  8-K/A
		3/17/04		5
									List all Filings

11 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/26/24  Applied Energetics, Inc.          10-K       12/31/23   62:5M                                     EdgarAgents LLC/FA
 3/30/23  Applied Energetics, Inc.          10-K       12/31/22   59:4.7M                                   EdgarAgents LLC/FA
 3/31/22  Applied Energetics, Inc.          10-K       12/31/21   54:4.6M                                   EdgarAgents LLC/FA
10/05/21  Applied Energetics, Inc.          S-3        10/04/21    3:234K                                   MDM Corp Elec Fi… Inc/FA
 9/09/21  Applied Energetics, Inc.          S-3                    3:213K                                   EdgarAgents LLC/FA
 6/10/21  Applied Energetics, Inc.          S-3                    3:196K                                   EdgarAgents LLC/FA
 4/21/21  Applied Energetics, Inc.          POS AM                 2:192K                                   EdgarAgents LLC/FA
 4/12/21  Applied Energetics, Inc.          10-K       12/31/20   51:3.5M                                   EdgarAgents LLC/FA
 3/18/21  Applied Energetics, Inc.          POS AM                 2:158K                                   EdgarAgents LLC/FA
 1/28/21  Applied Energetics, Inc.          S-1/A                  2:90K                                    EdgarAgents LLC/FA
 1/21/21  Applied Energetics, Inc.          S-1                    3:1.1M                                   EdgarAgents LLC/FA