-----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, BldMaIdFAlS+fe/tPMY8UcXY7duQLLyqI6trQlNl3JLqMR/2IfyZfcAbAjd6XA2C CyriTdesgPr40Wv3yPeSdQ== 0000855373-97-000005.txt : 19970731 0000855373-97-000005.hdr.sgml : 19970731 ACCESSION NUMBER: 0000855373-97-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970602 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970730 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUARTZ GROUP INC CENTRAL INDEX KEY: 0000855373 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 841067075 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-31068 FILM NUMBER: 97647562 BUSINESS ADDRESS: STREET 1: 3029 S HARBOR BLVD CITY: SANTA ANA STATE: CA ZIP: 92704 BUSINESS PHONE: 7144295984 MAIL ADDRESS: STREET 1: 3029 S HARBOR BLVD CITY: SANTA ANA STATE: CA ZIP: 92704 FORMER COMPANY: FORMER CONFORMED NAME: BROWN DISC PRODUCTS CO INC DATE OF NAME CHANGE: 19920703 8-K 1 ================================================================= 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): June 2, 1997 ------------ THE QUARTZ GROUP, INC. - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 33-31068 84-1067075 - ----------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation File No.) Identification No.) or organization) 3029 S. HARBOR BLVD., SANTA ANA, CALIFORNIA 92704 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(714) 429-5984 Former Name: BROWN DISC PRODUCTS COMPANY, INC. - ----------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================= THE QUARTZ GROUP, INC. (formerly named Brown Disc Products Company, Inc.) ITEM 5. OTHER EVENTS. CHANGE IN CORPORATE NAME AND TRADING SYMBOL On June 16, 1997 the Registrant filed articles of amendment to its articles of incorporation with the Colorado Secretary of State for the purpose of changing its corporate name from Brown Disc Products Company, Inc. to THE QUARTZ GROUP, INC. (the "Company" or "Quartz Group"). In connection with this change, the trading symbol for shares of the Company's common stock quoted on the NASD's Electronic Bulletin Board has been changed from "BDPC" to "QGRP". The change in the Company's corporate name was approved by a vote of stockholders at the Company's annual stockholders meeting held on June 2, 1997 described below under the caption "Submission of Matters to a Vote of Security Holders". DISPOSITION OF DISC DUPLICATION ACCOUNTS The Company indicated in its last Report on Form 10-QSB (for the quarter ended March 31, 1997) that as of February 1997, current management had terminated programs to expand the Company's service capabilities in software duplication and distribution. As stated in that Report, the Company's strategic plan under the direction of its new Chief Executive Officer, David J. Lopes, is to seek the acquisition of assets or other businesses in the industry of fabricating and supplying quartz glass products for use in the manufacture of integrated circuits by the semiconductor industry. Pursuant to this strategy, the Company announced on June 26, 1997 that it had sold certain portions of its software media disc duplication business to QRS Software Inc. ("QRS"). The assets sold included rights to the "Brown Disc" name and rights to customer accounts for its former disc duplication business. Under an agreement dated June 12, 1997, QRS agreed to assume responsibility for fulfillment and shipment of orders to the Company's former media disc duplication customers and certain other expenses. The Company will receive $92,500 for the sale of customer accounts from an escrow established for collection of future billings, from which payment a 25% commission to a former Company employee will be deducted. Effective with the sale of its disc duplication customer accounts, the Company has ceased its software media duplication and distribution business, closed all operations in Colorado, and leased certain of its disc duplication equipment for QRS for a nominal annual rental. The Quartz Group, now headquartered in Santa Ana, California, is focusing its available resources and personnel on the development of its quartz glass business and sale of quartz glass products. Initial sales have been obtained, with manufacturing temporarily being contracted to third parties for the present. - 1 - CHANGE IN DIRECTORS Harry K. McCreery resigned as a director of the Company on March 5, 1997. This vacancy was filled on April 7, 1997 by the election of Richard R. Weir as a director of the Company. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The 1997 annual meeting of the Company's stockholders was held on June 2, 1997. Matters voted on at the annual meeting included (i) the annual election of three directors to the Company's Board of Directors; (ii) a proposal to amend the articles of incorporation to change the Company's name to "The Quartz Group, Inc.", as discussed above; and (iii) ratification of the appointment of Stockman Kast Ryan & Scruggs, P.C. as the independent public accountants for the Company. The results of voting on matters presented to the annual stockholders meeting were as follows: (a) Incumbent directors David J. Lopes, Daryl M. Silversparre and Richard R. Weir were re-elected as directors of the Company, each to serve for a term of one year until the next annual meeting of stockholders and until their successors are elected and shall qualify. (b) The proposal to approve an amendment to the articles of incorporation to change the Company's name to The Quartz Group, Inc. was adopted and approved by a vote of 3,550,907 shares in favor, 3,400 shares against and 18,000 shares abstaining. (c) The proposal to ratify the appointment of Stockman Kast Ryan & Scruggs, P.C. as the independent public accountants for the Company was adopted and approved by a vote of 3,561,757 shares in favor, 4,250 shares against and 6,300 shares abstaining. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS: The following exhibits are filed with this Report:
Exhibit Number Description - ------ --------------------------------------------------- 3.6 Articles of Amendment to Registrant's Articles of Incorporation, as filed with the Secretary of State of Colorado on June 16, 1997. 10.24 Agreement entitled "Proposal" dated June 12, 1997 between the Registrant and QRS Software, Inc. 99 Press Release dated June 26, 1997 issued by the Registrant.
- 2 - 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. Date: July 29, 1997 THE QUARTZ GROUP, INC. (Registrant) By: /s/ David J. Lopes ----------------------------- David J. Lopes, President Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer - 3 - EX-3.6 2 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION FILED COPY 19971095373 M $ 25.00 SECRETARY OF STATE 06-16-97 13:13:11 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is BROWN DISC PRODUCTS COMPANY, INC. SECOND: The following amendment to the Articles of Incorporation was adopted on June 2, 1997, as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below: No shares have been issued or Directors Elected - Action by - --- Incorporators No shares have been issued but Directors Elected - Action by - --- Directors Such amendment was adopted by the board of directors where shares - --- have been issued and shareholder action was not required. X Such amendment was adopted by a vote of the shareholders. The number - --- of shares voted for the amendment was sufficient for approval. THIRD: If changing corporate name, the new name of the corporation is THE QUARTZ GROUP, INC. -------------------------------------------------------------------- FOURTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: --------------------------------------------------------------------
If these amendments are to have a delayed effective date, please list that date: -------------------------------------------------------------------- (Not to exceed ninety (90) days from the date of filing) Signature /s/ David J. Lopes ---------------------------- Title President ---------------------------- EX-10.24 3 AGREEMENT DATED JUNE 12, 1997 WITH QRS SOFTWARE, INC. PROPOSAL The following is a proposal for the purchase of Brown Disc's active accounts and subsidiary data and the use of Brown Disc's name. The data on the active and inactive customers will include past sales history, artwork and masters on file. The data shown to QRS indicates that the sales for the past three months have been averaging approximately $55,000 with a material cost of 48%. QRS has created this proposal based on this data. This proposal is structured as an asset purchase. None of Brown Disc's liabilities are assumed. QRS will pay The Quartz Group (formerly Brown Disc) a total of $92,500 for the active accounts subject to the following terms and conditions: The sale of the accounts will be put in escrow. The close of escrow will be accomplished as follows: QRS will assume responsibility for the costs of fulfillment and shipment of the orders for Brown Disc. QRS will send Brown Disc the packing list and a copy of the shipper. Brown Disc will Invoice the accounts and collect the money. In order for QRS to track the status of the program, a copy of the customer invoice will be sent to QRS. Whenever the agreed upon amount is reached the escrow will close and QRS will have title to the accounts. It is estimated that with the current rate of sales, The Quartz Group's portion would be attained in about six weeks. 1. QRS will assume the payment of Kelly Milliken's 25% commission on the sale of the accounts. This amount will be deducted from the $92,500. 2. QRS will assume the debt to the phone company for the Brown Disc phone line in Colorado, reactivate the phone line if the line still exists and can be forwarded to QRS. The cost will be deducted from the $92,500. 3. QRS will be allowed to use the Brown Disc name in answering the Brown Disc phone lines. 4. A satisfactory agreement must be worked out between Kelly Milliken and QRS concerning his employment by QRS and the payment of the commission on the accounts. 5. The equipment used by Brown Disc in Santa Ana will be leased to QRS for $25.00 per year for three years. 6. QRS will pay for the freight and storage charges on miscellaneous equipment shipped to our warehouse from your Colorado facility. 7. Upon acceptance of this proposal, QRS will pay to The Quartz Group, $10,000 and to Kelly Milliken, $5,000 of the total amount of $92,500, by check. Subsequently final documents will be prepared. /s/ Anthony L. Conti 6/12/97 /s/ David J. Lopes 6/12/97 - ----------------------------------- ---------------------------------- Anthony L. Conti Date David Lopes Date President, QRS Software, Inc. President, The Quartz Group
EX-99 4 REGISTRANT'S PRESS RELEASE DATED JUNE 26, 1997 THE QUARTZ GROUP SELLS DISC DUPLICATION SANTA ANA, Calif.--(BUSINESS WIRE)--June 26, 1997-- The Quartz Group Inc. (F.K.A. Brown Disc Products Company, OTCBB:BDPC), a Silicon Valley based quartzware manufacturer and fabricator, Thursday announced that it has sold certain portions of its media disc duplication operations for approximately $100,000 to QRS Software Inc. "As a whole, the disc duplication operation no longer fits with our core business of quartzware manufacturing", stated David J. Lopes, chief executive officer for the Quartz Group. Based in Santa Ana, the Quartz Group fabricates a complete line of quartz glass products for use in the chip manufacturing and semiconductor processing equipment markets. This transaction effectively ends The Quartz Groups' involvement in the media disc duplication business and allows us to devote one hundred percent of our efforts and resources to the quartz manufacturing business. CONTACT: The Quartz Group Daryl Silversparre, 818/249-8032 cisolution@msn.com or VistaQuest Financial Public Relations Andrew Schamisso, 212/551-7874 schamisso@vistaquest.com -----END PRIVACY-ENHANCED MESSAGE-----