-----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, MWDSZ/TF4sHtOchaErY2Y0IKdwYMdv+kqOsd+k8bhOgANZy15oPS2ddXqH+xvqun ouCYtWqNCcR7yHYwU1lgOg== 0001157523-08-008468.txt : 20081029 0001157523-08-008468.hdr.sgml : 20081029 20081028183524 ACCESSION NUMBER: 0001157523-08-008468 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081028 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets FILED AS OF DATE: 20081029 DATE AS OF CHANGE: 20081028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICHIP INTERNATIONAL INC CENTRAL INDEX KEY: 0001132487 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33127 FILM NUMBER: 081145722 BUSINESS ADDRESS: STREET 1: 24700 CAPITAL CITY: CLINTON TOWNSHIP STATE: MI ZIP: 48036 BUSINESS PHONE: 586-783-4598 MAIL ADDRESS: STREET 1: 24700 CAPITAL CITY: CLINTON TOWNSHIP STATE: MI ZIP: 48036 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHBORROUGH VENTURES INC DATE OF NAME CHANGE: 20010419 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHBORROUGH TECHNOLOGY CORP DATE OF NAME CHANGE: 20010116 8-K 1 maindoc.htm
U.S. 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): October 28, 2008

AMERICHIP INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)

Nevada
  
000-33127
  
98-0339467
(State or jurisdiction of
incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
 
 
24700 Capital Blvd, Clinton Township, MI
  
48036
(Address of principal executive offices)
  
(Zip Code)
 
Registrant's telephone number, including area code: (586) 783-4598
 
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 1.01.
MATERIAL DEFINITIVE AGREEMENTS
 
The Company has retained Crusader Securities, a New York Based Investment bank to assist the Company in advancing its strategic objectives. Crusader Financial Group (“CFG”) is a national financial services company providing investment banking services, and asset management to institutional and retail clients.  Through its wholly owned subsidiaries, CFG is a registered broker/dealer (member FINRA), a New York State registered investment advisor, a New York State commercial real estate broker, and a residential mortgage broker in Florida and California.
 
 
Item 2.01.
ACQUISITION OR DISPOSITION OF ASSETS.
 
On October 28, 2008, subject to certain  terms and conditions of an agreement signed between  AmeriChip International, Inc. (the “Company”) and OrbitForm Group (“Orbitform”)  of Jackson, Michigan , the Company has agreed to acquire all the issued and outstanding common stock of  Orbitform, a privately held Michigan corporation.
 
Orbitform manufactures forming, fastening, joining, and assembly equipment for a wide range of industries and applications. The Company provides world-class prototype engineering services for assembly of parts and specialized forming and fastening.  Orbitform's intelligent machines can monitor and control manufacturing and assembly. Orbitform has been profitable in each of  the last three years with annual sales ranging from $13 to $16 million.
 
The material terms of the contemplated agreement are as follows:  AmeriChip will acquire 100% of Orbitform and Orbitform will have a retained equity position in AmeriChip of 50%. It is contemplated that the acquisition will be completed in the first Quarter of the Company’s fiscal year. Upon completion Orbitform will name three new members to the Board of Directors of AmeriChip.
 
On October 28, 2008, subject to certain terms and conditions of an agreement signed between AmeriChip International Inc. (the “Company”) and James Kotsonis, of Washington  Township, Michigan, the Company has agreed to sell to Mr. Kotsonis a 50% interest in AmeriChip’s wholly owned subsidiary KSI Machine and Engineering Inc. (“KSI”) by retiring the promissory note for $2,600,000 held by Mr. Kotsonis.
 
Mr. Kotsonis will become the President of KSI Machine and Engineering effective immediately.
 
 
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 thereunto duly authorized.
 
 
AMERICHIP INTERNATIONAL INC.
 
 
By:  /s/ William P Conlin
William P Conlin
Chairman and Chief  Executive Officer


Date: October 28, 2008
 
 
 

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