UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
8-K/A
______________________
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 16, 2008
Commission
File Number: 0-29195
WAYTRONX,
INC.
(Name
of
Small Business Issuer in Its Charter)
_______________________
|
Colorado
|
84-1463284
|
|
(State
or jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
|
|
|
|
|
|
20050
SW 112th
Avenue, Tualatin, Oregon
|
97062
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(503)
612-2300
(Registrant’s
telephone number)
__________________________
Check
the
appropriate box below if the Form 8-K filing 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
240.1 4d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Explanatory
Note:
This
amended 8-K/A is filed to correct the explanations relating to the two
promissory notes and miscellaneous scrivener errors.
Item
2.01 Completion of Acquisition or Disposition of Assets.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item
3.02 Unregistered Sales of Equity Securities.
Waytronx,
Inc. formed a wholly owned subsidiary into which CUI, Inc., an Oregon
corporation, merged, effective May 16, 2008. CUI shall maintain its corporate
identity as a wholly owned subsidiary of Waytronx, Inc. The merger transaction
is summarized as follows:
Waytronx,
Inc. will acquire 100% of CUI, Inc. stock in consideration for payment and
issuance to CUI shareholders of the following:
$
6,000,000 cash
$
14,000,000 convertible promissory note
$17,500,000
convertible promissory note
$37,500,000
Total
Description
of funding source and mechanics:
$6,000,000
cash loan from Commerce Bank of Oregon, term of 3 years, interest only, prime
rate less 0.50%, secured by Letters of Credit.
$14,000,000
promissory note to CUI shareholders, payable monthly over three years at $30,000
per month including 1.7% annual simple interest with a balloon payment at the
thirty sixth monthly payment, no prepayment penalty, annual success fee of
2.3%
payable within three years, right of first refusal to the note payees, CUI
shareholders, relating to any private capital raising transactions of Waytronx
during the term of the note.
$17,500,000
convertible promissory note plus 1.7% annual simple interest and 2.3% annual
success fee, permitting payees to convert any unpaid principal, interest and
success fee to Waytronx common stock at a per share price of $0.25 and at the
end of the three year term giving to Waytronx the singular, discretionary right
to convert any unpaid principal, interest and success fee to Waytronx common
stock at a per share price of $0.25. This note also provides a right of first
refusal to the note payees, CUI shareholders, relating to any private capital
raising transactions of Waytronx during the term of the note.
Appointment
of three members to Board of Directors:
As
a
condition of the merger, CUI shareholders are granted the contractual right
to
appoint three members to the Waytronx, Inc. Board of Directors for so long
as
there remains an unpaid balance on the above described promissory
notes.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Clifford
Melby stepped down as Chief Operational Officer of Waytronx to provide
continuity for the CUI management subsequent to the acquisition. The Board
of
Directors accepted the resignation with a vote of gratitude for the tireless
effort Mr. Melby provided to Waytronx. Effective May 19, 2008, the board of
directors appointed and ratified the following officers and positions:
William
J. Clough, Chief Executive Officer and President of Waytronx and Chief Executive
Officer of CUI
Bradley
J. Hallock, Senior Vice President of Business Development of
Waytronx
Matthew
McKenzie, President and Chief Operational Officer of CUI and Chief Operational
Officer of Waytronx
Daniel
Ford, Chief Financial Officer of Waytronx and CUI
Duwang
Li, Chief Technical Officer of CUI
Seana
McKenzie, Director of Marketing for CUI
Katherine
McKenzie, Director of Human Resources for CUI
Matthew
McKenzie,
President and Chief Operational Officer of CUI and Chief Operational Officer
of
Waytronx
Matt
McKenzie has been working in various functions for CUI for over 10 years,
gaining him intimate knowledge of the business, its operations, and its
opportunities for growth. He established, in conjunction with CUI’s senior
engineer, one of CUI’s most successful and profitable business divisions and
brands: V-Infinity. As an internal power product division,
V-Infinity offers significant opportunities in the future in partnering with
WayCool technology to offer an even more extensive solution set to the
market. Over the past several years, Mr. McKenzie has worked tirelessly to
position CUI for growth. Among many other things he has initiated ISO
9000, a quality management system; provided structure to global logistics,
including CUI’s China facilities; and implemented CUI’s ERP system, which allows
for more visibility and analysis opportunities than ever in CUI’s
history.
Mr.
McKenzie brings a background in leadership from a variety of fields, giving
him
valuable insight into leadership in 21st
century. He also brings an MBA from George Fox University, a program that
is diverse and well-connected to the community.
Daniel
Ford,
Chief
Financial Officer of Waytronx and CUI
With
a
background in the big accounting firms, including KPMG, Daniel Ford brings
a
large company perspective to a small company with big potential. As CFO of
CUI, Mr. Ford has consistently moved CUI into a position of profitability,
efficiency, and forward thinking, transforming many of CUI’s accounting,
inventory management, and vendor relations processes. Over the past five
years, Mr. Ford has implemented advanced internal fixed asset tracking,
implemented a “real time” inventory system, and participated in implementing
CUI’s ERP system. His skills as a financier have allowed CUI to move to
its current, 100,000 square foot building, as well as provided leadership in
Waytronx’s acquisition of CUI.
Mr.
Ford
holds an MBA from George Fox University. He holds many awards and
leadership positions in business, including the Financial Executives Award
in
2001. He also actively provides leadership in the community.
Item
7.01 Regulation FD Disclosure.
On
May
19, 2008 the Company issued a press release announcing its acquisition of CUI,
Inc. A copy of the press release is attached hereto as Exhibit 99.1. The
information in this report furnished pursuant to this Item 7.01 shall not be
deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise
subject to liabilities of that section. It may only be incorporated by reference
in another filing under the Securities Act of 1933, as amended, if such
subsequent filing references this Item 7.01 of this Form 8-K.
Relocation
of Corporate Home Office
Effective
May 19, 2008, Waytronx, Inc. will relocate its corporate home office to 20050
SW
112 Avenue, Tualatin, Oregon 97062, phone (503) 612-2300. The Company shall
retain a field office in the central Florida area. Management feels that this
move is advantageous for the efficient operation of the company. The combination
of Waytronx and CUI provides a creditable basis for relocating the Waytronx
corporate home office to the Tualatin area. It is anticipated that the cost
of
moving office equipment and furniture to Tualatin shall not exceed
$1,000..
Item
9.01 Financial Statements and Exhibits.
The
financial statements of the business acquired and the related pro forma
financial information required by Item 9.01 shall be filed no later than seventy
one (71) calendar days after the filing date of this Form 8-K.
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.
Signed
and submitted this 19th
day of
May 2008.
| |
|
|
| |
Waytronx,
Inc |
|
|
|
| |
By: |
/s/ William
J. Clough |
| |
William
J. Clough,
CEO/President |