-----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, VPE+7JXkeGdVoH9u1tN9TcdkgYvoa53PS58egBJy4qxcf3Dvsj2WnW8bm93WKAhM 8v4PevyzZo20WRomMvS3sA== 0001144204-03-005536.txt : 20030912 0001144204-03-005536.hdr.sgml : 20030912 20030912105857 ACCESSION NUMBER: 0001144204-03-005536 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030908 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMTEX INDUSTRIES INC CENTRAL INDEX KEY: 0000110740 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 751321869 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05940 FILM NUMBER: 03893094 BUSINESS ADDRESS: STREET 1: 1190 W. OLEANDER AVENUE STREET 2: STE. CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 909.657.7311 MAIL ADDRESS: STREET 1: 1190 W. OLEANDER AVENUE STREET 2: STE. CITY: PERRIS STATE: CA ZIP: 92571 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS CLAY PRODUCTS INC DATE OF NAME CHANGE: 19720106 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS CLAY INDUSTRIES INC DATE OF NAME CHANGE: 19711004 8-K 1 form8k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 SEPTEMBER 8, 2003 0-5940 - ----------------------------------------------- ---------------------- Date of Report (Date of earliest event reported) Commission File Number TEMTEX INDUSTRIES, INC. -------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 75-1321869 - ------------------------------------------------ ---------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 1189 IOWA AVENUE, RIVERSIDE, CALIFORNIA 92507 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (909) 779-6766 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 1190 W. OLEANDER AVENUE, PERRIS, CALIFORNIA 92571 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. On September 11, 2003, Temtex Industries, Inc. (the "Company") issued a press release announcing that on September 8, 2003, the United Stated Bankruptcy Court, Central Division of California, Riverside Division, approved, among other things, the Company's proposed asset sale procedures and the proposed sale of substantially all of its assets, including substantially all of the assets of its subsidiaries, to a new business enterprise comprised of three former members of the Board of Directors of the Company. The proposal is subject to overbid. Temtex also announced that, with the approval of the Bankruptcy Court, it has engaged Capital Asset Advisors, LLC, to act as an investment banking and financial advisor to Temtex in relation to its proposed refinancing of the company's current bank financing provided by Frost Capital Group. The proposed value of the opening bid for the Company's assets is between $4,913,474 and $5,056,974, which bid includes the payment of secured claims, assumption of certain liabilities and priority claims, and assumption of selected other obligations of the Company. Although the ultimate sale price may be higher, Temtex believes that it is highly unlikely that sufficient proceeds will be received to pay the approximately $10,000,000 in creditor claims, and, as such, Temtex believes that its outstanding stock is without value. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable (b) Not applicable (c) The following exhibits are filed herewith: Exhibit 99.1 - Press Release of Temtex Industries, Inc., dated September 11, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TEMTEX INDUSTRIES, INC. Dated: September 11, 2003 By: /s/ Richard N. Anderson ----------------------------------- Richard N. Anderson President & Chief Executive Officer EX-99.1 3 ex99_1.txt EXHIBIT 99.1 NEWS RELEASE TEMTEX INDUSTRIES, INC. ANNOUNCES ASSET SALE HEARING, OVERBID DEADLINE, AND ENGAGEMENT OF FINANCIAL ADVISOR RIVERSIDE, CALIFORNIA (SEPTEMBER 11, 2003) - Temtex Industries, Inc. (Pink Sheets: TMTX) today announced that on September 8, 2003, the United Stated Bankruptcy Court, Central Division of California, Riverside Division, approved the company's proposed asset sale procedures and the proposed sale of substantially all of its assets, including substantially all of the assets of its subsidiaries, to a new business enterprise comprised of three former members of the Board of Directors of Temtex. Temtex also announced that, with the approval of the Bankruptcy Court, it has engaged Capital Asset Advisors, LLC, to act as an investment banking and financial advisor to Temtex in relation to its proposed refinancing of the company's current bank financing provided by Frost Capital Group. The proposal is subject to overbid and Temtex is actively seeking potential bidders. Any party wishing to bid for Temtex's assets must submit its proposal pursuant to the procedures approved by the Bankruptcy Court in advance of September 22, 2003. To obtain information on the requirements for bidding, please contact Mr. Richard Anderson, President & Chief Executive Officer, Temtex Industries, Inc., 1189 Iowa Avenue, Riverside, California 92507; (909) 779-6766; (909) 779-6768 (facsimile). The proposed value of the opening bid for Temtex's assets is between $4,913,474 and $5,056,974, which bid includes the payment of secured claims, assumption of certain liabilities and priority claims, and assumption of selected other obligations of the Company. Although the ultimate sale price may be higher, Temtex believes that it is highly unlikely that sufficient proceeds will be received to pay the approximately $10,000,000 in creditor claims, and, as such, Temtex believes that its outstanding stock is without value. About the Company - ----------------- Temtex Industries, Inc., is a leading manufacturer and distributor of zero-clearance metal fireplace products and gas fireplace equipment, including vent-free gas logs. Its products are marketed to residential homeowners and home remodeling contractors. Temtex Industries is headquartered in Riverside, California, and its manufacturing facilities are located in Manchester, Tennessee and Mexicali, Mexico. The common stock of Temtex Industries, Inc. is traded on the OTC Bulletin Board under the symbol "TMTX". Investor relations information is available on the Temtex Industries web site at http://www.temcofireplaces.com. Forward Looking Statements - -------------------------- This report contains statements that are forward-looking within the meaning of applicable federal securities laws and are based upon the Company's current expectations and assumptions. You should not place undue reliance on those statements because they speak only as of the date of this release. Forward-looking statements include information concerning the Company's possible or assumed future operations, including, without limitation, statements about the Company's ability to sell its assets. These statements often include words such as "expect," "plan," "believe," "anticipate," "intend," "estimate" or similar expressions. As you read and consider this release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect actual results, which could differ materially from the forward-looking statements. These factors include, but are not limited to, uncertainty regarding the Company's ability to sell assets as a going concern; uncertainty regarding court approval of the Company's asset sale motions and other motions made by it from time to time; risks associated with third parties seeking and obtaining court approval to convert the bankruptcy case to a chapter 7 case; the effect on the Company's net sales and cash flow of its decision to sell its assets; the Company's problems of operating with a history of losses and an accumulated deficit; potential liquidity problems since historically the Company has not been able to generate positive cash flow; the Company's requirement for additional capital and the likelihood that it may not be secured; the ability of the Company to maintain trade credit and contracts that are important to its operations; risks associated with collections on the Company's receivables; various other factors beyond the Company's control; and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. All future written and oral forward-looking statements made by the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for the Company's ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligation or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. For a more detailed discussion of risk factors, see the Company's most recent documents filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----