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): July 29, 2004
INDUSTRIES INTERNATIONAL, INCORPORATED
(Exact name of registrant as specified in its charter)
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Nevada |
000-32053 |
87-0522115 |
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(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
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of incorporation) |
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Identification Number) |
4/F Wondial Building, Keji South 6 Road
Shenzhen High-Tech Industrial Park, Shenzhen Road
Shenzhen, People's Republic of China
(Address of principal executive offices)
Registrant's telephone number, including area code: (86) 755-26520839
Not applicable
(Former name or former address, if changed since last report.)
On
July 28, 2004, Industries International, Incorporated ("IDUL") announced that
it had entered into a definitive share exchange agreement to acquire Unical
Enterprises, Inc. ("Unical"). Unical manufactures cordless and corded landline
phone products carrying the Northwest Bell logo pursuant to a Trademark License
Agreement and Distribution Agreement with U.S. West Enterprises, Inc., which
was acquired by Qwest Communications International Inc. in July 2000. Unical
manufactures these products in Asia and distributes them worldwide to residential
consumers through retailers. The share exchange is expected to become effective
July 31, 2004. In the transaction, IDUL will exchange approximately 70 million
of its newly issued common shares at approximately $0.538 per share for 100
percent
of Unical’s shares for a total acquisition value of $37.5 million. Such
valuation is based upon an independent appraisal by Malcom & Associates
Appraisal of Unical’s business, assessing its fair market value. The
transaction involves a significant amount of Unical's assets which, in
total, exceeds 10 percent of IDUL's total assets.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibit
Exhibit No. 10.1
10.1
Form of Share Exchange Agreement by and among Industries International, Incorporated,
Unical Enterprises, Inc. and the Shareholders of Unical listed on Schedule
1 to the Agreement dated as of July 27, 2004.
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.
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INDUSTRIES INTERNATIONAL,
INCORPORATED |
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By: |
/s/ Kit Tsui |
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Kit Tsui |
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Chief Executive Officer |
Exhibit Filed With This Report
10.1
Form of Share Exchange Agreement by and among Industries International, Incorporated,
Unical Enterprises, Inc. and the Shareholders of Unical listed on Schedule
1 to the Agreement dated as of July 27, 2004.