-----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, SJVRtcrYDIeIUTeavvIRKpr8SchEw+QVT/hJtMjvxFq65zV3sBZ6kLi8lC53Lele WxClUsFJJEnNepIiSLYc/A== 0001116502-01-501504.txt : 20020412 0001116502-01-501504.hdr.sgml : 20020412 ACCESSION NUMBER: 0001116502-01-501504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011127 ITEM INFORMATION: Other events FILED AS OF DATE: 20011127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFE TECHNOLOGIES INTERNATIONAL INC CENTRAL INDEX KEY: 0000829117 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 222824492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17746 FILM NUMBER: 1799500 BUSINESS ADDRESS: STREET 1: 2875 SOUTH OCEAN BLVD STREET 2: SUITE 211 CITY: PALM BEACH STATE: FL ZIP: 33444 BUSINESS PHONE: 5618322700 MAIL ADDRESS: STREET 1: 2875 SOUTH OCEAN BLVD STREET 2: SUITE 211 CITY: PALM BEACH STATE: FL ZIP: 33444 FORMER COMPANY: FORMER CONFORMED NAME: SAFE AID PRODUCTS INC DATE OF NAME CHANGE: 19920703 8-K 1 safetech-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHING, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 November 27, 2001 ----------------- Date of Report (Date of earliest event reported) SAFE TECHNOLOGIES INTERNATIONAL INC. (Formerly Safe Aid Products Incorporated) -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-17746 22-2824492 - ---------------------------- --------------- -------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation or organization) Number) Identification Number) 2875 SOUTH OCEAN BLVD., SUITE 211 PALM BEACH, FLORIDA 33480 -------------------------------------- (Address of principal executive offices) 561-832-2700 ---------------- Registrant's telephone number, including area code. Item 5. Other Events and Regulation FD Disclosure Merger Agreement Executed. See Exhibit 99.1 Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired. Not applicable. (b) Pro forma Financial Information. Not applicable. (c) Exhibits. 99.1 Press Release 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. Safe Technologies International, Inc. By: /s/ Michael J. Posner ---------------------------------- Michael J. Posner, President Date: November 26, 2001 --------------------------------- EX-99.1 3 ex99-1.txt PRESS RELEASE SOURCE: Safe Technologies International, Inc. SAFE TECHNOLOGIES ANNOUNCES MERGER AGREEMENT FINALIZED PALM BEACH, Fla., November 27, 2001/PRNewswire/ -- Safe Technologies International, Inc. (OTC Bulletin Board: SFAD - news) issued a statement today. Michael J Posner, President, said, "We are pleased to announce that a Merger Agreement with Pro Con A/S, a private company with headquarters in Copenhagen, Denmark, has recently been executed." Pursuant to the terms of the Merger Agreement, Pro Con A/S will merge into Internet Commerce, Inc., a wholly owned subsidiary of SFAD, which will change its name to Pro Con. After the merger, Pro Con A/S shareholders will own 90% of the entity. SFAD will retain 8% of the merged entity. Pro Con A/S is a leading European supplier of e-commerce, mid and back office solutions and neutral ticketing to the travel and related industries. Established in 1979, Pro Con A/S consultancy approach to its business and the selection of products it offers, has enabled it to achieve substantial growth. Pro Con A/S estimates growth and positive Profits for the Year 2001. Pro Con A/S currently has offices in six countries. Pro Con A/S Management intends to create a public trading market for the stock of the merged entity. In order to assist in this effort, the Merger Agreement provides that SFAD will distribute to its shareholders a portion of SFAD's stock in the merged entity. Further information will be forthcoming to SFAD shareholders as this is accomplished. Mr. Posner concluded, "Management's strategy of a subsidiary merger with what we perceive to be a promising company benefits SFAD shareholders twofold: (1) it provides increased value to SFAD, and therefore, its Shareholders (2) SFAD shareholders will receive shares in a new public company entity. We are delighted to finally be able to notify our shareholders that Management's goal of making substantial transactions, designed to enhance SFAD shareholder value, is being realized." Forward-Looking Statements: This news release may contain forward looking statements pursuant to the provisions of the Private Securities Litigation Reform Act of 1995, as amended, that may involve risks and uncertainties. These and other risks are described from time to time in the SEC reports filed by Safe Technologies International, Inc. SOURCE: Safe Technologies International, Inc. CONTACT: Investor Relations TEL: 561-832-2700 EMAIL: investor.relations@safetechnologies.com HTTP://www.safetechnologies.com -----END PRIVACY-ENHANCED MESSAGE-----