-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CihpCNtqJml2aHPMZISfUhU/t5kNztuEJS7WS27e87Y95Va056vuuXyTJaDk9WDK ZhAHO855bGY1JK0SL4kKuA== 0000950147-03-000241.txt : 20030219 0000950147-03-000241.hdr.sgml : 20030219 20030219095417 ACCESSION NUMBER: 0000950147-03-000241 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030204 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL PRECISION INC CENTRAL INDEX KEY: 0001016395 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 061453896 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22889 FILM NUMBER: 03571790 BUSINESS ADDRESS: STREET 1: 535 MIGEON AVENUE STREET 2: . CITY: TORRINGTON STATE: CT ZIP: 06790 BUSINESS PHONE: 8662992676 MAIL ADDRESS: STREET 1: 535 MIGEON AVENUE STREET 2: . CITY: TORRINGTON STATE: AZ ZIP: 06790 FORMER COMPANY: FORMER CONFORMED NAME: FM PRECISION GOLF CORP DATE OF NAME CHANGE: 19970521 8-K 1 e-9630.txt CURRENT REPORT DATED 2-4-03 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report February 4, 2003 ROYAL PRECISION, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 0-22889 06-1453896 Commission File Number (I.R.S. Employer Identification No.) 535 Migeon Avenue, Torrington , CT 06790 (Address of Principal Executive Offices) (Zip code) (860) 489-9254 (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------ (Former Name, Former Address and Former Fiscal Year if Changed Since Last Report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Royal Precision, Inc. (the "Company"), on February 4, 2003, consummated the previously announced merger ("Merger") with a subsidiary of Royal Associates, Inc. pursuant to the Agreement and Plan of Merger dated September 12, 2002 between the Company, Royal Associates, Inc. and RA Merger Sub, Inc. ("Merger Agreement") as a result of which the Company is the surviving corporation, the public stockholders of the Company will receive payment of $0.10 per share (except for holders who properly exercise their dissenters rights of appraisal, who are entitled to appraised value for their shares), and the Company became a wholly-owned subsidiary of Royal Associates, Inc., which now owns 100% of the common stock of the Company. For further information concerning the transaction, reference is hereby made to the Merger Agreement and the disclosures contained in the Company's Definitive Information Statement dated January 6, 2003 ("Information Statement") included as an exhibit to the Rule 13E-3 Transaction Statement and amendments thereto previously filed by the Company and other filing persons with the Securities and Exchange Commission. The information contained in the Information Statement includes, among other things, (a) the names of the persons who control Royal Associates, Inc.; (b) the amount and source of the consideration used by Royal Associates, Inc. to consummate the Merger; (c) the basis of control; (d) a description of the Merger; (e) the percentages of voting securities beneficially owned by the officers, directors and holders of more than 5% of the voting securities of Royal Associates, Inc.; (f) the identity of the holders of more than 5% of the voting securities of the Company from whom Royal Associates, Inc. acquired by Merger the common stock of the Company; as well as (g) the arrangements or understandings among the stockholders of Royal Associates, Inc. with respect to the stock of Royal Associates, Inc. and voting thereof. The Company has filed a certification and request with the Securities and Exchange Commission for early termination of the Company's public reporting requirements and of its registration under the Securities Exchange Act of 1934, as amended. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibits are furnished as a part of this report: Exhibit No. - ----------- 2 Agreement and Plan of Merger dated September 12, 2002 (incorporated by reference to Exhibit 16(d)(1) of Rule 13E-3 Transaction Statement, as amended, filed January 2, 2003). 20 Information Statement dated January 6, 2003 (incorporated by reference to Exhibit 15(b) of Rule 13E-3 Transaction Statement, as amended, filed January 2, 2003). 2 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. ROYAL PRECISION, INC. Date: February 18, 2003 By: /s/John C. Lauchnor ------------------------------- John C. Lauchnor, its President 3 EXHIBIT INDEX PAGE IN SEQUENTIALLY EXHIBIT NUMBERED COPY - ------- ------------- 2 Agreement and Plan of Merger dated September 12, 2002 (incorporated by reference to Exhibit 16(d)(1) of Rule 13E-3 Transaction Statement, as amended, filed January 2, 2003) 20 Information Statement dated January 6, 2003 (incorporated by reference to Exhibit 15(b) of Rule 13E-3 Transaction Statement, as amended, filed January 2, 2003) -----END PRIVACY-ENHANCED MESSAGE-----