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 Event Requiring Report: December 11, 2003
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INTERNATIONAL WIRELESS, INC.
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(Exact name of Registrant as Specified in Its Charter)
Maryland 000-27045 36-4286069
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
25 Mound Park Drive
Springboro, OH 45036
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (937) 748-2937
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(Former name or former address, if changes since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYING ACCOUNTANTS.
Not applicable.
ITEM 5. OTHER EVENTS.
On December 11, 2003, the Registrant entered into an Acquisition Agreement
to acquire one hundred percent of Precision Metal Industries, Inc. a Florida
corporation with its principal place of business located in Pompano Beach,
Florida (hereinafter "Precision").
The closing under the Acquisition Agreement will consist of $4,500,000 in
cash and a stock for stock exchange in which the Registrant will acquire all of
the issued and outstanding common stock of Precision in exchange for the
issuance of 1,000,000 restricted shares of its common stock. The Agreement calls
for all shares to be transferred to an escrow agent for up to six months until
the $4,500,000 in cash is satisfied.
THE COMPANY
Precision has been a full service metal manufacturing company for almost 18
years, engaged in the design, development and manufacturing of commercial and
industrial metal solutions for aerospace, medical, entertainment and information
security. Precision has developed a customer-focused strategy of assisting
business as they keep pace with rapidly evolving technology requirements.
Precision's unique build to suit program features a "turnkey" approach, which
includes material selection, design expertise, manufacturing capabilities, and
strategies to accommodate future growth. Maintaining the technological cutting
edge throughout the process ensures complete quality control and augments
Precision's full service capabilities.
Precision is a full service metal and steel operation offering a complete
range of services to the commercial and industrial markets. A member of local
and national Sheet Metal and Steel trade organizations, Precision has the
ability to assist with any design, implementation, or production around the
block and throughout the world. Precision has developed an ability to offer
assistance with design and working with the client on redevelopment strategies
to strengthen the profitability of existing assets.
Precision is able to offer "turn-key" services to its customers in all
markets. Their operation is active in Homeland Security through their direct
contracts with Siemens, Lockheed Martin, General Dynamics, Honeywell and Cross
Match. Precision offers full service capabilities and can design and construct
any product their customer requires. Their prior experience in parts
manufacturing using steel, aluminum, brass, bronze, titanium or sheet metal
parts as well as their state of the art manufacturing facilities can be of
tremendous benefit to our Company. The versatile Precision manufacturing system
allows them to customize any product to meet their precise requirements and can
offer innovative, multipurpose solutions. Precision can also assist with the
modifications to existing units to add value and make these products suitable to
current needs.
Precision is an 18 year old company that started off specializing in
precision sheet metal products primarily for the electronics industry. Through
the years they have grown the company. The Electronics industry, being very
diversified, has taken them into many fields of manufacturing business. They
have always been heavily involved in avionics, manufacturing chassis,
enclosures, instrument panels, lighting systems and printer housings for all
types of airline and military requirements. They work hand to hand with their
customers in the engineering stages of their projects, providing them with
manufacturing, insight to minimize cost and quality problems. Their engineering
staff is experienced at analyzing products to reduce the number of parts within
each assembly thus minimizing the amount of time to produce the products
including switching stations.
Quality parts are their main reason for our existence. They have recently
upgraded their quality control system and manual to an AS90100 quality system.
The system exceeds the requirements specified in ISO 9002 and is the ultimate in
any commercial or military requirement. Their standards are all written, audited
and trained to their personnel throughout the company. Not only does their
system get audited by outside agencies, but they provide internal audits
themselves to ensure their system provided for high quality products. This is
their number one mission in the company and they have extensive procedures
designed to achieve out status as a high quality manufacturer.
State of the art Equipment
Precision has created a facility with the latest state of the art equipment
and systems within the state of Florida. They have a laser machine teamed up
with three turret presses that can produce any shape of product that a client
can conceive of. They are a full service manufacturer that provides for every
process needed to manufacture the products complete. Their processes include
precision forming, welding, assembly, painting silk screening, assembly,
machining, spot welding and complete assembly. They utilize the latest in
inspection techniques for inspecting products made in their process. By
utilizing their Automated Fabrivision, they can optically inspect their 1st
piece with an accuracy of .002 inches and a timeframe of less than 5 minutes.
This machine will provide a 1st article report on every dimension showing the
parts accuracy and any variances. This minimizes machine downtime and insures a
quality part.
Precision is the "Cutting Edge" Precision Metal Industries utilizes the
latest in shop floor control by having a full blown M.R.P. (Manufacturing
Requirements Planning) system. This computer system is utilized to quote their
products, produce work instructions, product scheduling, capacity planning, cost
control, inventory management, and employee efficiency, shipping/receiving and
invoicing. This is a bar coded system that automatically inputs computer
information into their system to be utilized in every aspect of their business.
They can virtually look up any information needed with regard to cost, status,
efficiency, work center or inventory on a real time basis.
Design & Engineering
Precision's engineering staff has the latest state of the art CAD/CAM
systems. They use Auto Cad 2001, Metalsoft cam/cad. They are also able to read
and use Solid Works and Pro E cad files. It is a standard procedure for their
customers to provide them with Email attachments of drawings to manufacture.
From this point they can automatically unfold any part and automatically
recalculate the dimensions in a flat layout form. From there, the computer
automatically generates a tool cut path for their engineers to approve. Once
their engineers approve, they can download to the equipment selected to run the
equipment selected to run the part and run the part within 5 minutes from the
time the customer sent the print in. Their 1st piece inspection will utilize the
customer CAD file as an inspection to check their product being run, all
automatically.
Locations
Precision's facilities are separated into 2 locations. The main facility is
in Pompano Beach, while the 2nd plant is in Plantation Florida. Both plants are
approximately 36,000 square feet totaling 72,000 square feet. The facilities are
designed for manufacturing and have intensive power to accommodate any equipment
changes. They handle all incoming and outgoing freight with dock high loading.
Precision Team
Gregory S. Wilson, Precision's President & CEO, has 20+ year executive career in
the sheet metal industry. Mr. Wilson has been the majority owner of Precision
since 1996 through a management buyout from Carter & Crawley. During his reign
he has instituted major improvements at Precision including a purchases of a
full-fledged MRP system, a state of the art laser machine, and an optical
inspection machine just to mention a few. These improvements have enabled
Precision to pursue a much more profitable and sophisticated client niche. He
was the General Manager of Carter & Crawley Precision Metal Industries from 1986
to 1996, and the General Manager of Wilson Concepts of Florida, Inc., a company
started by his uncle in 1981. Mr. Wilson holds a B.A. Degree in Electronics from
the United Electronics Institute in Louisville, Kentucky.
Gerald E. Flint, Vice President, is a major shareholder and the 2nd in command
at Precision. Mr. Flint has headed the Operations area at Precision since its
inception in 1996. He had previously acted in the same capacity at Carter &
Crawley Precision Metals, which he joined in 1987. Prior to that he has been a
Plant Manager with Boca Metals from 1985 to 1987, and a Plant Manager with
Bi-Link Metal Specialties. In addition, he is a Certified Tool & Die maker, a
Certified ISO9000 Internal Auditor, has received training in Lean Manufacturing,
S.P.C., Six Sigma and C.O.Q. Mr. Flint has attended several business classes at
University of Connecticut, Torrington. He is also a graduate of Wolcott Tech. in
Connecticut where he became certified in Tool & Die making.
Vesa J. Anttila has been PMI's Controller since the early 2001. He brings to the
mix over 7 years of experience as Controller, 4 of which have been obtained in
manufacturing. His main duty is to generate timely financial reports based on
the Generally Accepted Accounting Principles. Mr. Anttila is also accountable
for compiling Precision's Cost Accounting data to ensure continuous job
profitability. In addition, he is responsible for the Internal Controls, Human
Resources as well as maintaining the MRP system, Fabritrak. Before arriving at
Precision he was employed in a similar capacity by a printed circuit board
manufacturer, Pronto Circuit Technologies. The rest of his work experience
includes international banking, insurance and public accounting, bulk of it
obtained with publicly traded companies. He has an MBA in Finance from Kelley
School of Business at Indiana University, Bloomington, and a B.A. in Business
from Southern Illinois University. As an Enrolled Tax Agent, he is also enrolled
to practice before the Internal Revenue Service. He speaks Finnish and Swedish
fluently.
Donna D. Richards is the Customer Planning & Service Manager for Precision. In
her current capacity she is responsible for setting the pace on the shop floor.
After a winning customer quote, Ms. Richards becomes the point person between
the customer and Precision. This is exactly where her 15+ years of experience in
the field of Manufacturing MRP and electronics comes into play. She was
previously the Purchasing Manager for NRC Electronics, Associate Manager of
Instruments Manufacturing at Telectronics Pacing Systems, and Senior Materials
Planning Analyst at Motorola where she also received much-coveted Six Sigma
Training. She attended Nova University where she majored in Psychology, and also
took several business courses. Her membership in the Gold Coast Chapter of
National Association of Purchasing Managers enables her to stay current with the
most recent trends in Manufacturing.
Hermann E. Zenz joined Precision as Quality Manager in January 2003. His
distinguished career spans over 20 years, mostly acquired in similar capacity
with industry leaders such as B/E Aerospace, EFTC, AlliedSignal Aerospace, and
Bendix. Mr. Zenz received his degree in Mechanical Engineering from Cleveland
Engineering Institute. A native of Austria, he is also fluent in German.
Richard J. Adinolfi is one Precision's two CNC Programmers. Programmers are
responsible for studying the customers' blueprints, providing feedback on the
design and finally converting the information on them into a computer-friendly
code that runs the expensive CNC machinery on the shop floor. Mr. Adinolfi has
over 20 years of experience in all aspects of the sheet metal business. His
previous employers include solid industry names such as Magnum Metals, Stanron
Steel, Amity Fabricators just to name a few. Mr. Adinolfi attended Hofstra
University in New York where he majored in Pre-Med.
Robert L. Webb, the other CNC programmer, similarly has over 20 years of
experience in all facets of the business. Some of his prior employers include
Karlee Company of Garland, TX (a subcontractor for Nokia Corporation), H&O
Research (Division of Haggar Apparel), and Electrospace Inc.
Robert Hornick is Precision's Plant Manager. He established his career in the
sheet metal business as a welder over 20 years ago. He joined Precision in 1990
as a welder.
Callie Holladay is their Shipping & Receiving Manager. She is also responsible
for physically placing the orders materials, hardware and shop supplies. She has
over 17 years of experience in this business.
Robert LeBlanc, Jr., along with Gregory S. Wilson and Gerald E. Flint, handle
much of the quoting on the jobs. Job profitability largely hinges on the skill
and experience of the person in this position. As a 20-year veteran in the sheet
metal business he has a thorough understanding of blueprints, various metals and
hardware, and how certain customer orders should be run through the shop floor
from a logistical standpoint.
Robert M. Ramer has worked for Precision as their dynamic sales representative
for the past 16 years. He has been instrumental in securing some of the more
prestigious and profitable customer accounts for Precision due to his intimate
knowledge of the U.S. and South Florida manufacturing communities. Mr. Ramer is
an alumnus of Babson College (Class of 1968) in Babson Park, MA.
Past and Present
The Company Was Formed In December 1985 Churchill Carter and Ralph Crawley
purchased the assets of Montana Metal Products plant located at 6801 N.W. 15th
Avenue, Fort Lauderdale. The shop consisted of 15,000 square feet and 9
employees. In December 1989, they moved to the current 40,000 square foot
location on S.W. 8th Street in Pompano Beach. The number of employees had grown
to 66. The customer base and work load continued to grow to the point where in
1992 they had 90 employees on two shifts. A second plant was added in February
1993 when the buildings and equipment of Magnum Metals Manufacturing on 66th
Ave., in Plantation, Florida was purchased. This full service facility consisted
of 35,000 square feet and employed 11 people. This acquisition allowed them to
separate their sheet metal work between the two plants and expand their
machining capabilities.
In August of 1996, Greg Wilson and Jerry Flint collectively bought out
Carter & Crawley and consequently changed the name to Precision Metal
Industries. With this purchase they also reinvested in the latest state-of-
the-art equipment and software to make them one of the leading sheet metal
manufacturers in the state of Florida. These significant expansions (1989 and
1993) have brought the facility to where it is now, and allow Precision to
provide customers the full range of service they require. They utilize the most
technologically advanced computers and equipment available and they currently
employ approximately 100 people.
Products
Precision offers protective housing solutions for a wide range of
electronic components. Precision makes "the connections" and protects the most
critical components for technology that surrounds our lives. Precision currently
manufactures paints and finishes customized fabricated sheet metal parts
primarily for aerospace, medical testing equipment and audio equipment
industries. They have traditionally focused on providing the user with
high-quality specialized products to meet exact specifications, despite
relatively low volume. In an effort to more efficiently and profitably exploit
their manufacturing prowess, they plan to launch their our own product line
which will include turnkey electronic solutions in the Aerospace, Medical,
Security, Entertainment, and Information Technology industries. Lockheed Martin,
BE/Aerospace, Siemens, Honeywell, Becker Coulter and General Dynamics are just a
few of Precision's many technologically advanced clients who keep them at the
cutting edge of aerospace manufacturing. Precision serves the complete Metal
design, development and manufacturing needs of a world-wide cadre of companies.
They are able to offer "turn-key" services to their customers in all markets.
Their operation is active in Homeland Security through their direct contracts
with Siemens, Lockheed Martin, General Dynamics, Honeywell and Cross Match.
Growth Strategy
Although Precision's primary business now is in precision sheet metal and
machining and manufacturing, they are strongly seeking to upgrade as a total
turnkey manufacturer. We do not intend to grow their company in sheet metal
fabrication, but will maintain their current level with existing
customer/partners. They are however manufacturing complete electronic
assemblies. They have several successes in identifying customer's needs and
providing them with an engineered completed product that fits their needs. Some
examples are the "Ruggedized" conversion of a plastic thermal printer used by S
& H Green Points. They experienced a substantial amount of problems with
breakage out in the field. They designed a ruggedized version out of sheet metal
that would withstand any amount of abuse out in the field. They have designed
and developed a special machine for fast industries to loads up products with
variable quantities of their products on marketing strips to be displayed in
retail locations.
PRECISION ExpandING Product Line
Precision has designed and built a special video display complete with
computer board, flat screen, switches and audio system for specialized
surveillance equipment. Recently they have designed and built a highly
specialized kiosk gaming machine that has an integrated computer system
controlling a touch screen mounted on a flat screen mounted on a flat screen as
a complete turn key product.
Turn Key Products
Precision has recently developed a Chinese connection for providing
electronic board assemblies and electronic components that we will assemble into
our sheet metal making a total turn key product. They already have sufficient
facilities to produce these types of products without the need for additional
space. This increased dollar volume mixed with their existing business and
overhead costs will dramatically add to the overall profitability of the
operation due to running a higher value of revenue across an existing fixed
expense of the company. As they are building these turnkey type products into
their existing company, they will be actively seeking acquisitions of companies
that have electronic products that would provide synergy between companies that
would fit with their existing expertise.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
Exhibit No. Document Description
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10 Acquisition Agreement between International Wireless,
Inc. and Precision Metal Industries, Inc. dated
December 11, 2003
99 Press Release dated December 11, 2003
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSRE
Not applicable
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 hereunto duly authorized.
Dated: December 12, 2003 International Wireless, Inc.
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(Registrant)
/s/ Thomas C. Miller
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Thomas C. Miller
President & CEO
/s/ Jerry Gruenbaum
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Jerry Gruenbaum
Corporate Secretary