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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15 (d) of the
Securities Exchange Act of 1934
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February 25, 2004
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Date of Report (Date of earliest event reported)
THE FLAMEMASTER CORPORATION
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(Exact name of registrant as specified in charter)
NEVADA 0-2172 95-2018730
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(state or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
11120 SHERMAN WAY
SUN VALLEY, CALIFORNIA 91352
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(Address of principal executive offices and zip code)
(818) 982-1650
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(Registrant's telephone number, including area code)
(818) 765-5603
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(Registrant's facsimile number including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
The holders of a majority of the outstanding shares of Flamemaster Corporation
have, pursuant to the written consent of more than 65.6% of the outstanding
shares, agreed to a reorganization of The Company in lieu of a special meeting
of stockholders.
The Company will distribute one share of common stock in Flamemaster Aerospace
Corporation for every 50 (Fifty) shares of Flamemaster held on the record date
of March 02, 2004. The stock to be distributed will be restricted stock bearing
a legend and not registered. The Flamemaster Aerospace stock will constitute the
manufacturing operations of the Company and most of the assets. The remaining
assets approximately $20,000.00 in cash, the public entity and the Company's
trading symbol will be merged with Cyberhotline Corporation on a one to one
basis.
The holders of fewer than 50 (fifty) shares will NOT receive Flamemaster
Aerospace fractions, but receive cash in lieu of fractions at the rate of
$175.00 (one hundred seventy-five dollars) per Flamemaster Aerospace share or
$3.50 (three dollars fifty cents) per current Flamemaster share.
Flamemaster will issue approximately 1,535,000 (one million five hundred thirty
five thousand) shares to acquire the assets and operations of Cyberhotline.
Flamemaster Aerospace will continue operating the current Flamemaster
operations, but will NOT be a reporting company.
The Flamemaster Aerospace stock will NOT be registered under the Securities
Exchange Act of 1934.
The distribution date will be on or about March 30, 2004 or 21 days from the
date of first mailing of the information statement to shareholders.
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.
THE FLAMEMASTER CORPORATION
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(Registrant)
/s/ Joseph Mazin
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Chief Executive Officer and
Chief Financial Officer
Date: February 25, 2004