SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 19, 1995
TSI INCORPORATED
(Exact name of registrant as specified in its charter)
Minnesota 0-2958 41-0843524
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Cardigan Road, St. Paul, Minnesota 55126
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 483-0900
Item 2. Acquisition or Disposition of Assets
Upon completion of the agreed upon analysis and establishment of the
asset value of Aerometrics, Inc., the entity acquired by TSI Incorporated
on October 6, 1995, management has determined that the filing of the report on
Form 8-K was not required because the acquisition did not involve a
"significant amount of assets" as that phrase is defined in Instruction 4 to
Item 2 of Form 8-K. Initially, management thought that the net book value of
the assets acquired would exceed 10% of the total assets of TSI Incorporated
and its consolidated subsidiaries, but that proved not to be the case. The
total asset value of Aerometrics, Inc. as of the date of acquisition was
$3,126,249. As of March 31, 1995, the close of TSI Incorporated's last fiscal
year, total asset value was $32,167,199. Hence, the net book asset value of
Aerometrics, Inc. was 9.7% of the total assets of TSI and its consolidated
subsidiaries. Although the acquisition of Aerometrics, Inc. is not required
to be reported on Form 8-K under Item 2, TSI deems it to be of importance to
security holders and hereby amends it Form 8-K dated October 6, 1995 to report
this acquisition under Item 5, other events.
Item 5. Other Events
As stated under Item 2 of the October 6, 1995 Report on Form 8-K filed
October 18, 1995:
Item 2. Acquisition or Disposition of Assets.
Pursuant to the Agreement and Plan of Merger, which is attached hereto
as an exhibit, Registrant, effective October 1, 1995, acquired from the sole
shareholder thereof all of the outstanding capital stock of Aerometrics, Inc.,
a California corporation.
The consideration paid by Registrant for the purchase of the capital
stock was a cash payment of $820,000 plus 146,789 unregistered shares of
TSI Incorporated common stock. Registrant assumed long term debt of $455,000
owed by Aerometrics, Inc. to the sole shareholder which was paid at closing.
Registrant has also agreed to pay an additional $250,000 pursuant to a
five-year consulting and noncompetition agreement with the sole shareholder
and has entered into an employment agreement with the sole shareholder.
The consideration paid was determined by arms-length negotiations between
Registrant and the selling shareholder. No prior relationship existed between
Registrant and Aerometrics, Inc. or their shareholders, directors, officers,
and associates.
For payment of the purchase price, Registrant applied its own accumulated
funds. No loans or debt instruments were associated with this transaction but
Registrant has lines of credit available to cover short term fluctuations in
cash flow as may be required.
Aerometrics, Inc. is a maker of instrumentation for flow and velocity
measurements and particle measurements for fluid mechanics research
applications. In its fiscal year ended December 31, 1994, sales were
approximately $7.0 million.
Registrant intends to continue operations of Aerometrics, Inc. in
California with product lines being integrated with similar and
complementary product lines manufactured by Registrant at its Shoreview
location in Minnesota.
Item 7. Financial Statements and Exhibits
Because the business acquisition described in answer to Item 5 above is
not required to be described in answer to Item 2 of this Form, no financial
statements of Aerometrics, Inc. are filed herewith, nor will any such
financial statements be subsequently filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned hereto duly authorized.
TSI INCORPORATED
By /s/LOWELL D. NYSTROM
Lowell D. Nystrom
Vice President & CFO
