-----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, Hx9KAKnuIHT+q+vKmHauzQzHUTJsnWvZGt3/58XW38vlncBCbxWyrzBLl3iKzpwt hezoBTPOgW01Y1EdBne9uA== 0001116502-04-000287.txt : 20040218 0001116502-04-000287.hdr.sgml : 20040218 20040217174821 ACCESSION NUMBER: 0001116502-04-000287 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040216 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: P D C INNOVATIVE INDUSTRIES INC CENTRAL INDEX KEY: 0001093984 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 650789306 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27157 FILM NUMBER: 04610705 BUSINESS ADDRESS: STREET 1: 4411 NW 105TH TERRACE STREET 2: - CITY: CORAL SPRINGS STATE: FL ZIP: 33065 BUSINESS PHONE: (954) 341-0092 MAIL ADDRESS: STREET 1: 4411 NW 105TH TERRACE STREET 2: - CITY: CORAL SPRINGS STATE: FL ZIP: 33065 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XIV CORP DATE OF NAME CHANGE: 19990826 8-K 1 pdc-8k.txt CURRENT REPORT 2-16-2004 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 February 16, 2004 Date of earliest event reported P.D.C. INNOVATIVE INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Nevada 0-27157 65-0789306 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 501 S. Dakota Avenue, Suite 1, Tampa, FL 33606 (Address of principal executive offices, including zip code) (813) 258-0606 Registrant's telephone number, including area code 4411 NW 105th Terrace, Coral Springs, Florida 33065 (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure. ------------------------------------------ On February 13, 2004, P.D.C. Innovative Industries, Inc. (referred to herein as the "Company") entered into a Plan of Reorganization and Merger Agreement (the "Merger Agreement") with P.D.C. Acquisition Corp., a wholly-owned subsidiary of the Company ("Company Sub"), Ragin' Ribs, Inc. ("RRI") and its wholly-owned subsidiary Ragin' Ribs Franchise Corp. ("RRFC"). Pursuant to the terms of the Merger Agreement, the following occurred as of February 16, 2004, the date articles of merger were filed with the Florida Secretary of State: (i) Company Sub merged with and into RRI (the "Surviving Corporation"), which will be a wholly-owned subsidiary of the Company; (ii) the established offices and facilities of RRI became the established offices and facilities of the Surviving Corporation and the Company; (iii) each outstanding share of RRI common stock was converted into one share of Company Stock, and each outstanding share of RRI Class A Preferred Stock was converted into one share of Company Class A Preferred Stock; (iv) any shares of RRI common stock and RRI Class A Preferred Stock held in the treasury of RRI immediately prior to the effective time of the merger were automatically canceled and extinguished without any conversion thereof and no payment of any type shall be made with respect thereto; (v) each share of Company Sub common stock issued and outstanding immediately prior to the effective time of the merger was converted into one share of common stock of the Surviving Corporation; and (vi) each warrant to purchase shares of RRI common stock became exercisable for one share of Company Stock for each one share of RRI Stock to which each such warrant related, without any adjustment in the exercise price per share or any other terms and conditions thereof. As a direct result of the merger, the former shareholders of RRI now own approximately 87% of the issued and outstanding shares of common stock of the Company (including 225,000 shares of the Company's common stock underlying warrants, but excluding shares of the Company's common stock which may be acquired upon conversion of 36,301 shares of the Company's Class A Preferred Stock as follows: six months after their acquisition of the Company's Class A Preferred Stock, holders thereof can convert, at their option, to common stock of the Company based on a 50% discount to the 30 day average closing price immediately prior to the conversion date.). The following table represents the shares of the Company's common stock issued and outstanding post-merger (excluding 205,000 shares of the Company's common stock underlying presently exercisable warrants at $.10 per share through November 30, 2006 and 20,000 shares of the Company's common stock underlying presently exercisable warrants at $.50 per share through August 31, 2006 and the discussion above re: conversion rights concerning the Company's Class A Preferred Stock to Company common stock): Pre-merger Shareholders of the Company 6,291,794 Former Shareholders of RRI 43,941,800 2 In connection with the merger, the officers and directors of RRI have become the officers, in their same prior capacities, and directors of the Company, the Bylaws as presently adopted will continue as the bylaws of the Company and the officers and directors of the Company pre-merger have resigned. See "Item 2. Acquisition or Disposition of Assets." Immediately following the effective date of the merger, February 16, 2004, the Company had 50,233,594 shares of common stock issued and outstanding. The following table sets forth certain information regarding the beneficial ownership of the common stock of the Company as of February 16, 2004 post-merger of (1) each person who is known to the Company to own beneficially more than 5% of the Company's outstanding common stock; (2) each of the Company's directors and officers, and (3) all directors and officers of the Company as a group: Name and Address of Number of Shares Percentage of Outstanding Beneficial Owner (1) Beneficially Owned (2) Shares of Common Stock (3) James Cheatham (4) 31,500,000(5) 63% c/o Company 501 South Dakota Avenue Suite 1 Tampa, Florida 33606 Paul Smith (6) 11,500,000 23% c/o Company 501 South Dakota Avenue Suite 1 Tampa, Florida 33606 Jay Ostrow (7) -0- 0% c/o Company 501 South Dakota Avenue Suite 1 Tampa, Florida 33606 All officers and directors 43,000,000 86% as a group(3) persons (1) Each of the persons listed has sole voting, investment, and dispositive power, except as otherwise noted. (2) Beneficial ownership has been determined in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934; such rule, generally, includes as beneficial owners of securities, among others, any person who directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire 3 beneficial ownership of such security within sixty days through a means including but not limited to the exercise of any option, warrant, right or conversion of a security. (3) All percentages are based on 50,233,594 shares issued and outstanding as of February 16, 2004. (4) Mr. Cheatham is our Chief Executive Officer and a Director. (5) Includes 5,000,000 shares owned by the James E. Cheatham Trust, a trust of which Mr. Cheatham is the settler, trustee and sole beneficiary. Does not include 100,000 shares owned by Joanne Cheatham, Mr. Cheatham's wife as Mr. Cheatham does not have voting power of such shares and disclaims beneficial ownership. (6) Mr. Smith is our President, Secretary, Treasurer and a Director. Mr. Smith filed bankruptcy under Chapter 7 of the U.S. Bankruptcy Court on January 3, 2003 in the U.S. Bankruptcy Court, Northern District of Georgia. An Order of Discharge was issued on April 13, 2003. (7) Mr. Ostrow is our Chief Financial Officer. The Company will continue the operations of RRI, a private food service franchising company based in Tampa, Florida, and has relocated its executive offices to RRI's facilities located in Tampa, Florida. The Company is presently considering continuing its efforts to gain U.S. Food & Drug Administration approval for its Hypo-Pro 2000 health field related product, and considering its efforts to commercialize such product; no assurances are given, however, that the Company will in fact continue such efforts for regulatory approval or commercialization of the Hypo-Pro 2000. While the Company is the legal surviving entity, for accounting purposes, the merger between RRI and Company Sub is being treated as a purchase business acquisition of the Company by RRI (commonly called a reverse acquisition) and a recapitalization of RRI. RRI is the acquirer for accounting and financial reporting purposes because the former stockholders of RRI received the larger portion of the common stockholder interests and voting rights in the combined enterprise when compared to the common stockholder interests and voting rights retained by the pre-merger stockholders of the Company. As a result of this accounting treatment, RRI will be recapitalized for accounting and financial reporting purposes to reflect the authorized stock of the legal surviving entity. The source of consideration used in connection with the above-described transactions were shares of the common stock and Class A Preferred Stock owned by RRI shareholders as well as warrants owned by certain RRI warrant holders. The Company plans to continue RRI's business as a private food service franchising company based in Tampa, Florida. (a) Not applicable. (b) Not applicable. (c) Exhibits ITEM 7. EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release dated February 17, 2004 4 SIGNATURE 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. P.D.C. INNOVATIVE INDUSTRIES, INC. By: /s/ Paul Smith --------------------------- Paul Smith, President Dated: February 17, 2004 5 EX-99.1 3 mergercompletion991.txt COMPLETION OF MERGER EXHIBIT 99.1 P.D.C. INNOVATIVE INDUSTRIES, INC. ANNOUNCES COMPLETION OF MERGER WITH RAGIN' RIBS, INC. CORAL SPRINGS, FLORIDA -- FEBRUARY 17, 2004 - P.D.C. Innovative Industries, Inc. ("PDC" or the "Company") (OTCBB: PDCN) has completed a merger between its subsidiary company, P.D.C. Acquisition Corp. and Ragin' Ribs, Inc. The merger includes the resignation of PDC's Officers and Directors effective immediately. Mr. James E. Cheatham is appointed to the position of Director, Chairman of the Board and CEO of PDC. Mr. Paul R. Smith is appointed Director and President of PDC. The merger involved an exchange of shares where each outstanding share of Ragin' Ribs, Inc.'s Common Stock and Class A Preferred Stock were converted into one share of PDC's Common Stock and Class A Preferred Stock, respectively. The Company plans to continue and expand upon the operations of Ragin Ribs, Inc., a fast-casual food service franchising company located in Tampa, Florida. "We believe this merger will have a positive impact for the shareholders of PDC and Ragin' Ribs," said Jim Cheatham, CEO. "Ragin' Ribs has started up its growth curve through the introduction of our national territory franchise program. The timing of this merger is opportunistic for everyone involved." This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance. Such statements are subject to risks and uncertainties and other factors as may be discussed from time to time in the Company's public filings with the U.S. Securities and Exchange Commission ("Commission"), press releases and verbal statements that may be made by our officers, directors or employees acting on our behalf which could cause actual results to differ materially from those discussed in the forward looking statements and from historical results of operations. In addition to statements which explicitly describe such risks and uncertainties, statements with the terms "believes," "belief," "expects," "plans," "anticipates" and similar statements should be considered uncertain and forward-looking. Factors that might cause such a difference include, without limitation: uncertainty of the Company's ability to meet capital needs; competition within the fast-casual restaurant segment, and as further set forth in our public filings filed with the Commission and our press releases. CONTACT: P.D.C. Innovative Industries, Inc., Coral Springs Paul R. Smith, President 1-813-258-0606 (Tampa, FL) -----END PRIVACY-ENHANCED MESSAGE-----