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): August 20, 2004
INDUSTRIES INTERNATIONAL, INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 000-32053 87-0522115
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
4/F Wondial Building, Keji South 6 Road
Shenzhen High-Tech Industrial Park, Shenzhen Road
Shenzhen, People's Republic of China
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(Address of principal executive offices)
Registrant's telephone number, including area code: (86) 755-26520839
Not applicable
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(Former name or former address, if changed since last report.)
ITEM 1.02. TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.
On August 20, 2004, the Registrant received notice pursuant to Section 9.2
(the "Notice") of the Share Exchange Agreement, dated July 28, 2004 (the
"Agreement"), by and among the Registrant, Unical Enterprises, Inc. ("Unical"),
and the stockholders of Unical listed on Schedule 1 to the Agreement, that the
Agreement had been terminated. A copy of the Agreement, including a brief
description of the terms thereof, was included in a Form 8-K filed by the
Registrant on July 29, 2004.
Pursuant to the terms of the Agreement, the Registrant was to 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. The share exchange was expected to become effective July
31, 2004. The transaction involved a significant amount of Unical's assets
which, in total, exceeded 10 percent of the Registrant's total assets.
Unical and its original shareholders have asserted in the Notice that the
Agreement was terminated because the closing of the transactions contemplated by
the Agreement did not take place by July 31, 2004, as was required by the
Agreement, due to the Registrant's failure to comply with conditions precedent
to the obligation of Unical and its shareholders to consummate the transactions,
and because of additional information obtained as discussed in the Form 8-K
filed on August 17, 2004 by the Registrant after the execution of the Agreement.
The Registrant has rejected Unical's attempt to terminate the Share
Exchange Agreement and believes in good faith that the Agreement has not been
terminated. It is the Registrant's position that the Share Exchange Agreement
did not require a closing to take place on July 31, 2004, and in fact it clearly
contemplated that the transaction might close on dates other than July 31, 2004.
Furthermore, on July 30, 2004 the Registrant issued to Unical 31,366,171 shares
of the Registrant's common stock as well as 38,336,431 shares to Top Interest.
The Registrant takes the position that its filing of a Form 8-K on August 17,
2004 provides no basis for Unical to undo the transaction, because the facts and
circumstances set forth in suction Form 8-K were publicly available before
Unical signed the Share Exchange Agreement.
After the Registrant's receipt of the notice of termination, Unical agreed
to withdraw the notice. Since August 20, 2004, the Registrant and Unical have
engaged in numerous discussions regarding the status of the Share Exchange
Agreement. The Registrant is filing this Form 8-K because after several weeks of
such discussions with Unical it has now become clear to the Registrant that
Unical has decided to maintain its position regarding the termination of the
Share Exchange Agreement.
INDUSTRIES INTERNATIONAL, INCORPORATED
By: /s/ Liang Wang
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By: Liang Wang
Title: Chief Executive Officer
Date: October 4, 2004
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