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
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Date
of
Report (Date of earliest event reported): May 19, 2008
Commission
File Number: 0-29195
WAYTRONX,
INC.
(Name
of
Small Business Issuer in Its Charter)
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Colorado
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84-1463284
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(State
or jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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20050
SW 112th
Avenue, Tualatin, Oregon
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97062
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.1 4d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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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.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
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, lump sum payment at the end of 3 years,
no
prepayment penalty, annual success fee of 4%, grant 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 permitting payees to convert any unpaid principal
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 and success fee to Waytronx common stock
at a per share price of $0.25.
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.
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
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.
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Waytronx, Inc. |
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By: |
/s/ William
J. Clough |
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William
J. Clough,
CEO/President |
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