8-K 1 sig8k.txt BANKRUPTCY OR RECEIVERSHIP ON ON JANUARY 7, 2003, AND DECEMBER 23, 2002 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 January 07, 2003 Date of Report (Date of earliest event reported) SGI INTERNATIONAL (Exact name of registrant as specified in its charter) Utah 2-93124 33-0119035 (State of jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1200 Prospect Street, Suite 325 La Jolla, CA 92037 (Address of principal executive offices and Zip Code) (858) 551-1090 (Registrants telephone number including area code) [GRAPHIC OMITTED] ITEM 2. Bankruptcy or Receivership On January 7, 2003, and December 23, 2002 SGI International ("SGI") and its subsidiary OCET Corporation, respectively, filed voluntary petitions for liquidation under Chapter 7 of Title 11 of the United States Code ("Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of California (the "Bankruptcy Court") (Case Nos. 03-00140-JH and 02-12455-M7). As of midnight, Pacific Standard Time on January 20, no additional subsidiaries of SGI have filed voluntary petitions for relief under the Bankruptcy Code with the Bankruptcy Court. ITEM 7. Financial Statements and Exhibits. Not Applicable [GRAPHIC OMITTED] 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 dully authorized. January 7, 2003 SGI INTERNATIONAL MICHAEL L. ROSE Michael L. Rose President and Chief Executive Officer

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 28, 2002 Date of Report (Date of earliest event reported)

SGI INTERNATIONAL (Exact name of registrant as specified in its charter)

Utah (State of other jurisdiction of incorporation) 2-93124 (Commission File Number) 33-0119035 (IRS Employer Identification No.)

1200 Prospect Street, Suite 325 La Jolla, CA 92037 (Address of principal executive offices and Zip Code)

(858) 551-1090 (Registrants telephone number including area code)

ITEM 2. ACQUISTION OR DISPOSITION OF ASSETS.

On January 28, 2002, SGI International ("SGI") entered into an Acquisition Agreement with the senior management of its subsidiary, Assembly & Manufacturing Systems, Inc. ("AMS") thereby selling that subsidiary to its management. AMS has been experiencing difficulty obtaining sales orders since September of 2001, due to the current economic recession as well as SGI's weakened financial condition. Selling AMS to its management gives AMS and its management an opportunity to make sales otherwise improbable in light of SGI's present financial condition, and allows SGI an opportunity to realize value from the sale. The aggregate sale price was $347,525, consisting of cash and notes payable. The sale price was within the set of values determined by an independent third party appraisal of AMS's present fair market value. The notes payable bear interest at prime plus 1%, are secured by the common stock of AMS, and are payable over a 5 year period. Further, the notes payable are subject to specified reductions based on certain specific events detailed in the Acquisition Agreement.

(a) Financial statements of businesses acquired. Not applicable.

(b) Pro forma financial information. Not applicable.

Exhibit No. Description 99.1 Acquisition Agreement (1) 99.2 Pledge Agreement (1) 99.3 Form of Secured Promissory Note (1) ________________________

(1) Filed Herewith

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 dully authorized.

SGI INTERNATIONAL

Michael L. Rose Michael L. Rose President and Chief Executive Officer

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