UNITED STATES
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
Date of Report (Date of earliest event reported): January 30, 2006
PACIFIC MAGTRON INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-25277 88-0353141
(Commission File Number) (IRS Employer Identification Number)
1600 California Circle, Milpitas, California 95035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 956-8888
Not Applicable
(Former name or former address, if changed since last report)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
Disclosure Statement to Accompany Third Amended Plans of Reorganization for
Pacific Magtron International Corp. and Livewarehouse, Inc.
On May 11, 2005, Pacific Magtron International Corp. ("PMIC") and its wholly
owned subsidiaries Pacific Magtron, Inc. ("PMI") a California corporation,
Pacific Magtron (GA), Inc. ("PMIGA"), a Georgia corporation and Livewarehouse,
Inc. ("LW"), a California corporation (collectively the "Debtors"), filed a
voluntary petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada
("the Court").
On December 23, 2005, PMI and PMIGA filed an Amended Disclosure Statement to
Accompany PMI's Second Amended Plan of Liquidation and PMIGA's Second Amended
Plan of Liquidation ("the PMI & PMIGA Plan"). On January 30, 2006, the Court
entered an order (Docket No. 507) ("Confirmation Order") approving and
confirming the PMI & PMIGA Plan. The effective date of the PMI & PMIGA Plan is
February 10, 2005 ("the PMI & PMIGA Plan Effective Date"). A separate Current
Report on Form 8-K reporting the events regarding the PMI & PMIGA Plan was filed
on February 3, 2006 and is incorporated herein by reference.
On January 30, 2006, PMIC and LW filed a separate Disclosure Statement to
Accompany Third Amended Plans of Reorganization for PMIC and LW (the "Plan"). A
copy of the Disclosure Statement is attached as Exhibit 99.1 to this Current
Report on Form 8-K. The Plan and exhibits attached to the Plan contain certain
financial information of Herborium, Inc. ("Herborium"), the merging company with
PMIC, and pro forma financial information presenting the effect of the
PMIC/Herborium merger. PMIC and Herborium do not publish their business plans or
strategies, or make external projections or forecasts of their anticipated
financial position or results of operations. PMIC and LW refer to the
limitations and qualifications included in the Plan, including without
limitation those set forth under the captions "Reorganized Business of and
Interests in PMIC," "Acceptance and Confirmation Procedure - Best Interests of
Creditors and Equity Interest holders," "Risk Factors," and "Certain Federal
Income Tax Consequences."
The Court has also authorized PMIC and LW to send the Plan and ballots to
creditors and PMIC's shareholders to vote on the Plan. The deadline for voting
on the Plan is February 24, 2006 and the hearing on the confirmation of the Plan
is scheduled for March 3, 2006.
The following is a summary of the material features of the Plan. This summary
highlights only certain provisions of the Plan and is not a complete description
of that document. Therefore, this summary is qualified in its entirety by
reference to the full text of the Plan.
Overview
The Plan treats the assets and debts of each of PMIC and LW separately under the
Plan. Under the Plan, non-insider Creditors holding Allowed Unsecured Claims
against PMIC will receive a fifty percent (50%) initial distribution on account
of such claims, provided that the total distribution to be made to holders of
Allowed Claims other than Class 1 shall not exceed $120,000, which shall be
distributed pro rata to the creditors of PMIC. On the effective date of the
Plan, PMIC will merge with Herborium, a provider of proprietary, natural and
complimentary healthcare products, and shall be the surviving operating entity
post-merger. LW will be reorganized and remain a wholly owned subsidiary of
PMIC. Advanced Communications Technologies, Inc. ("ACT"), a 61.56% shareholder
of PMIC, shall contribute up to $50,000 on behalf of PMIC's shareholders to
effectuate the Plan. The existing stock of PMIC shall be cancelled and new stock
shall be issued. With respect to the Class 6 equity interest of ACT, new stock
issued directly to the shareholders of ACT subject to the dilution of such
interests upon plan consummation and the corresponding merger of Herborium with
PMIC as provided in the Plan. The existing Series A Convertible Preferred Stock
of PMIC shall be converted to 800,000 shares of PMIC common stock or 0.74% of
post-merger PMIC/Herborium. ACT's shareholders shall own 10.55% of post-merger
PMIC/Herborium; PMIC's current common stockholders shall own 3.71% of
post-merger PMIC/Herborium; and Herborium's current stockholders shall own 85%
of post-merger PMIC/Herborium.
Classification and Treatment of Claims and Interests
PMIC
1. Unclassified Claims
Administrative claims and priority tax claims (except as to the claim of
the Internal Revenue Service treated under Class 3) are not classified for
purposes of voting or receiving distributions under the Plan. Unclassified
claims will be paid in full.
2. Class 1
Class 1 claims consist of priority claims other than the unclassified
claims as described above and will be paid in full in cash.
3. Class 2
Class 2 claims are unsecured claims of PMIC and will be paid in cash an
initial distribution equal to 50% of the claim amounts.
4. Class 3
Class 3 claim consist of the claim of the Internal Revenue Service
("IRS"). Such claim was amended by the IRS to $0.00 in November 2005.
5. Class 4
Class 4 claims consist of the subordinated claims of 2 former executives
of PMIC. No distributions will be made to the Class 4 claims unless such claims
are determined to be allowed claims.
6. Class 5
Class 5 claim consists of the claim of Hartford Insurance Company for
pre-petition workers compensation premiums for employees of PMI. This claim is
disallowed under the Plan.
7. Class 6
Class 6 claims consist of the equity interests of PMIC shareholders other
than the holder of PMIC's Series A Convertible Preferred Stock. The existing
common shares of PMIC will be cancelled and new stock will be issued.
8. Class 7
Class 7 claim consists of the equity interests of the holder of PMIC
preferred stock. The existing preferred stock will be converted into 800,000
shares of PMIC common stock. These shares will represent 0.74% of the
post-merger PMIC/Herborium.
LW
1. Unclassified Claims
Administrative claims and priority tax claims are not classified for
purposes of voting or receiving distributions under the Plan. Unclassified
claims will be paid in full.
2. Class 1
Class 1 claims consist of priority claims other than the unclassified
claims as described above and will be paid in full in cash. LW estimated that
the allowed claims in this Class is zero.
3. Class 2
Class 2 claims are unsecured claims of LW and will be paid a Pro Rata
distribution from available cash of LW.
The following information as to the assets and liabilities of LW and PMIC as of
December 31, 2005 are unaudited:
LW PMIC
ASSETS
Cash - unrestricted $ 30,909 $ 230
Federal corporation
income tax refund -- 73,485
Post petition receivable
from PMIC 1,220 --
Pre petition receivable
from PMI, less
estimated uncollectible
amount of $214,300 175,344 --
--------- ---------
Total assets $ 207,473 $ 73,715
========= =========
LIABILITIES
Post-Petition
Accounts payable and
accrued liabilities $ 250 $ 18,796
Payable to PMI 7,270 13,546
Payable to PMIGA -- 2,652
Payable to LW -- 1,220
--------- ---------
Total Post-Petition
Liabilities 7,520 36,214
--------- ---------
Pre-Petition
Priority unsecured claims 15,000 10,000
General unsecured claims 1,347 175,898
--------- ---------
Total Pre-Petition
Liabilities 16,347 185,898
--------- ---------
Total liabilities 23,867 222,112
--------- ---------
Total assets exceed
(less than) total
liabilities $ 183,606 ($148,397)
========= =========
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
99.1 Disclosure Statement to Accompany Third Amended Plans of
Reorganization for Pacific Magtron International Corp. and
Livewarehouse, Inc.
99.2 Order Approving Disclosure Statement to Accompany Third
Amended Plans of Reorganization for Pacific Magtron
International Corp. and Livewarehouse, Inc.
99.3 Press Release dated January 31, 2006.
SIGNATURE
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 hereunto duly authorized.
PACIFIC MAGTRON INTERNATIONAL CORP.,
A Nevada Corporation
Date: February 3, 2006
By /s/ Martin Nielson
-------------------------------------
Martin Nielson
President and Chief Executive Officer