SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 7, 2003
RECONDITIONED SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Arizona 0-20924 86-0576290
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
444 West Fairmont, Tempe, Arizona 85282
(Address of principal executive offices)
480-968-1772
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition Or Disposition Of Assets.
Effective May 1, 2003, Reconditioned Systems, Inc., an Arizona corporation
("RSI") completed its acquisition of Beck Office Systems, Inc., a New Mexico
corporation ("Beck"), by means of a merger of Beck with and into RSI Acquisition
Sub, Inc., a New Mexico corporation and wholly-owned subsidiary of RSI formed in
order to effect the acquisition. The merger was accomplished pursuant to the
Agreement and Plan of Merger dated April 24, 2003 and entered into by the
respective corporations and certain others and a copy of which was merger filed
as an attachment to the articles of merger with the New Mexico State Corporation
Commission on April 29, 2003.
Beck specializes in the remanufacturing of modular office furniture originally
manufactured by Haworth, Inc. In addition, Beck retails numerous new office
furniture lines. Beck was founded by Daniel and Marjorie Beck in 1983 and now
employs approximately 60 employees. Beck is headquartered in Albuquerque, New
Mexico and also has a sales office in Tucson, Arizona. Included within the
assets acquired from Beck are office, showroom, plant and equipment, located in
Albuquerque and Tucson. RSI intends to continue to utilize the assets of Beck in
the same manner that they were utilized prior to the merger.
In consideration for the merger which is intended to qualify as a tax free
reorganization under Section 368 of the Internal Revenue Code, RSI paid $200,000
in cash and 125,000 shares of restricted RSI common stock, 14,000 shares of
which shall revert to RSI in the event the post-closing audit of Beck does not
confirm a total stockholders' equity of at least $500,000. The cash portion of
the merger consideration was funded through borrowings from Scott W. Ryan, the
registrant's Chairman of the Board under a note payable dated April 25, 2003.
The issuance of RSI common stock was made without general solicitation or
advertising pursuant to Section 4(2) of the Securities Act of 1933.
The terms of the merger are fully described in the Agreement and Plan of Merger,
which is filed as Exhibits I.
Item 5. Other Events.
The registrant entered into a Settlement Agreement with the registrant's former
independent accountant, Semple & Cooper, LLP ("Semple") regarding the lawsuit
against Semple filed in the Superior Court of Arizona, Maricopa Count (Case No.
CV2001-013810). The dispute was amicably resolved between the parties and the
complaint was dismissed with prejudice.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. RSI will file the
financial statements required by Item 7(a) of Form 8-K as soon
as practicable, but not later than July 3, 2003.
(b) Pro Forma Financial Information. RSI will file the financial
information required by Item 7(b) of Form 8-K as soon as
practicable, but not later than July 3, 2003.
(c) Exhibits:
Exhibit No. Description
I Agreement and Plan of Merger dated as of April 29,
2003 by and among Reconditioned Systems, Inc. and all
of the outstanding shareholders of Beck Office
Systems, Inc.
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.
Reconditioned Systems, Inc.
Date: May 7, 2003 /S/ Dirk D. Anderson
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Dirk D. Anderson
Chief Executive Officer