-----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, AuSyOiiPGtdTlcblZu/WQNWdqHRbbR8c2Eyv8kBDie7wbrOs4mlD8KWOEF42rluc 4St16ZRaOG4VLXINJMByPw== 0000893877-97-000355.txt : 19970624 0000893877-97-000355.hdr.sgml : 19970624 ACCESSION NUMBER: 0000893877-97-000355 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970620 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970623 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC AEROSPACE & ELECTRONICS INC CENTRAL INDEX KEY: 0000790023 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 911744587 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26088 FILM NUMBER: 97628157 BUSINESS ADDRESS: STREET 1: 434 OLDS STATION RD CITY: WENATCHEE STATE: WA ZIP: 98801 BUSINESS PHONE: 5096648000 MAIL ADDRESS: STREET 1: 434 OLDS STATION ROAD STREET 2: 434 OLDS STATION ROAD CITY: WENATCHEE STATE: WA ZIP: 98801 FORMER COMPANY: FORMER CONFORMED NAME: PCT HOLDINGS INC /NV/ DATE OF NAME CHANGE: 19950223 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES LTD DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VERAZZANA VENTURES SYSTEMS LTD DATE OF NAME CHANGE: 19890618 8-K 1 FORM 8-K 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): June 20, 1997 PACIFIC AEROSPACE & ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Washington 0-26088 91-1744587 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation or organization) 434 Olds Station Road, Wenatchee, WA 98801 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (509) 664-8000 (Former name or former address, if changed since last report) Item 5. Other Events. - ---------------------- Formation of Information Technology Group - ----------------------------------------- On June 23, 1997, the Company announced that it is forming an Information Technology Group. In connection with the formation of the group, the Company signed letters of intent as of June 20, 1997, with three companies: Brigadoon.com, Inc. ("Brigadoon"), of Bellevue, Washington; Market Visibility, Inc. ("Market Visibility"), of New York, New York; and Jungle Street, Inc. ("Jungle Street"), of Everett, Washington. Both Brigadoon and Jungle Street, through its wholly owned operating subsidiary, Televar Northwest, Inc., are Internet access providers with headquarters in the Seattle area. Market Visibility produces products for the Internet. Brigadoon and Market Visibility are both privately-held companies, and Jungle Street is a publicly-held reporting company. Under the letter of intent with Brigadoon, Brigadoon would be merged into a newly formed, wholly owned subsidiary of the Company, with the shareholders of Brigadoon receiving a total of 1,000,000 newly issued shares of Common Stock of the Company. Under the letter of intent with Market Visibility, a subsidiary of the Company would purchase all of the assets of Market Visibility for a total of 50,000 newly issued shares of Common Stock of the Company. Under the letter of intent with Jungle Street, the Company would purchase a number of newly issued shares of common stock of Jungle Street that would amount to 60% of the outstanding common stock of Jungle Street after the issuance, for $1.5 million in cash. In addition, the shareholders of Brigadoon, Market Visibility, and Jungle Street would be entitled to a declining percentage of any net profits of the group in excess of $2.5 million a year over a five-year period after closing of the acquisitions and stock purchase. All three transactions are subject to a number of conditions, including without limitation: the approval of the Boards of Directors of each of the companies; completion of satisfactory due diligence investigations; the execution of definitive agreements between the Company and each of the companies; and the closing of all three transactions. Pending the conclusion of due diligence investigations, the Company has entered into operations consulting and expense reimbursement agreements with each of the companies, pursuant to which the Company intends to assist in, consult with, and oversee the oeprations and mangagement of each of the companies for an initial period of six months. Roger P. Vallo, a past group president of General Telephone & Electronics, Inc., will become the President of the Information Technology Group and will report to Donald A. Wright, President and CEO of the Company. Mr. Vallo is currently a director of the Company and the CEO and a director of Jungle Street. In the event that the three transactions are completed as contemplated in the letters of intent, the Company's new Information Technology Group will initially have about 100 employees and will be headquartered in Bellevue, Washington. It is anticipated that the group will provide Internet services throughout the United States. These services are expected to include: Internet access; Internet and highly customized web content: intranet systems; long distance telephony services; proprietary software; and a product line of multi-protocol computer network bridge/routers. Item 7. Financial Statements and Exhibits - ------------------------------------------ A. Financial Statements None required. B. Exhibits The following is filed as an exhibit to this Current Report: 99.1 Press Release dated June 23, 1997 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. PACIFIC AEROSPACE & ELECTRONICS, INC. By: DONALD A. WRIGHT --------------------------------- Donald A. Wright President and CEO (Principal Executive Officer) Dated: June 23, 1997 EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated June 23, 1997 EX-99.1 2 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: Donald A. Wright, President/CEO Nick A. Gerde, Vice President/CFO Phone: (509) 664-8000 Fax: (509)664-6868 Richmont Consulting International: Edda Brown, President Sean Collins, Account Executive Phone: (213)658-8088 Fax: (213)658-9075 PACIFIC AEROSPACE AND ELECTRONICS ANNOUNCES FORMATION OF INFORMATION TECHNOLOGY GROUP WENATCHEE, WA - June 23, 1997- Pacific Aerospace & Electronics, Inc. (NASDAQ: "PCTH" and "PCTHW") announced this morning that it is forming an Information Technology Group. As part of the formation of that group, Pacific Aerospace & Electronics signed letters of intent on Friday to acquire Brigadoon.com, Inc., of Bellevue, Washington, and Market Visibility, Inc., of New York City. Pacific Aerospace & Electronics also signed a letter of intent to purchase common stock to be issued by Jungle Street, Inc., of Everett, Washington, in a private placement. In the private placement, Pacific Aerospace & Electronics would purchase newly issued shares amounting to 60% of Jungle Street, which owns Televar Northwest, Inc. Brigadoon.com and Televar are both Internet access providers with their headquarters in the Seattle area, and Market Visibility produces products for the Internet. Brigadoon.com recently won the Bellevue Chamber of Commerce Emerging Business Award in the category of innovation. All of the transactions are subject to obtaining Board of Director approvals from each company and execution of definitive agreements. Roger Vallo, a past group president of General Telephone & Electronics, Inc., will become the Information Technology Group President, and will report to Don Wright, President and CEO of Pacific Aerospace & Electronics. Mr. Vallo is currently a director of Pacific Aerospace & Electronics and the CEO of Jungle Street. In announcing the formation of the Information Technology Group and Mr. Vallo's appointment, Mr. Wright said: "We are excited to add a third operating group to Pacific Aerospace & Electronics, Inc. to augment our aerospace and electronics businesses. We are also very pleased that in adding this group we are able to call upon Roger Vallo, whose background and experience will be instrumental in managing the group for the Company." The Information Technology Group will initially have about 100 employees and will be headquartered and operate out of the Brigadoon.com facility in Bellevue, Washington. The combined entities provide Internet services to over 24,000 subscriber customers in the United States, and are present in over 250 metropolitan areas across the United States. Roger Vallo, who will be President of the new group, said: "We expect that the acquisitions being announced today will give the group a strong infrastructure, national coverage, and the ability to provide a broad range of services to business, residential, and institutional customers. These services are expected to include Internet access; Internet and highly customized web content; intranet systems (private networks using Internet technology); long distance telephony services; proprietary software; and a product line of multi-protocol computer network bridge/routers." John Hansen, CEO of Brigadoon.com, said: "We are excited to be joining the Pacific Aerospace & Electronics family, and we expect to continue to deliver premium products and quality service to our growing subscriber base. We believe that this combination will help us to provide even better service to our educational affiliates, community partners, and business accounts." Greg Martin, President of Televar, said: "We have been looking for a strong and experienced financial partner to help us extend our rural community Internet access through our network of value added resellers. Pacific Aerospace & Electronics offers the organizational strength that we have been looking for, and we believe that Pacific Aerospace & Electronics' planned acquisition of Brigadoon.com will give us added synergism and enhance our ability to accomplish our service delivery and growth plans." Don Wright, President of the Company, went on to say: "We are looking forward to integrating the similar services and functions of these companies and building upon their unique market, product and managerial strengths." Pacific Aerospace & Electronics currently develops, manufactures, markets and sells a broad range of precision components and electronic assemblies designed to operate with a high degree of reliability in harsh environments such as the ocean, space and the human body. Markets served by the Company include the aerospace, space, defense, medical, energy, transportation and general electronics industries. The Company's common stock trades on the Nasdaq National Market System under the symbol "PCTH," and its warrants trade under the symbol "PCTHW." -----END PRIVACY-ENHANCED MESSAGE-----