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 Report (Date of earliest event reported): October 1, 1999
TSI INCORPORATED
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(Exact name of registrant as specified in its charter)
Minnesota
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(State or other jurisdiction of incorporation)
0-2958 41-0843524
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(Commission File Number) (IRS Employer Identification No.)
500 Cardigan Road, St. Paul, Minnesota 55126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 651/483-0900
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________________________________Not Applicable_________________________________
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Pursuant to the Asset Purchase Agreement, Registrant, effective October
1, 1999, sold the assets and business of its Handar subsidiary, a California
Corporation, to Vaisala Inc., the U.S. subsidiary of Vaisala Oyj, headquartered
in Helsinki, Finland on October 1, 1999.
The consideration received by Registrant for the sale of Handar was a
cash payment of $10,594,000 paid directly to the Registrant plus $1,201,000 held
in escrow for a period up to two years. The consideration paid was determined by
arms-length negotiations between Registrant and Vaisala Inc. The consideration
will be adjusted based on the final net book value of the assets transferred. No
prior relationships existed between Registrant and Vaisala Inc. or their
shareholders, directors, officers, and associates.
The Registrant realized an after-tax gain of approximately $4.8
million, or $.41 per share, from the sale.
Handar, headquartered in Sunnyvale, California, manufactures
instruments for meteorological and hydrological measuring applications. In
fiscal year ended March 31, 1999, sales were approximately $9.2 million.
Item 7. Exhibits
99 Press release disclosing the execution of the asset purchase agreement
Information contained herein may contain forward looking statements
that involve risks and uncertainties with respect to the fair value of
assets acquired, the amount of liabilities assumed, the allocation of
the purchase price to the tangible and intangible assets acquired, and
otherwise. These forward looking statements include the words
"believes", "expects", "anticipates" and similar expressions. These
forward looking statements involve certain risks and uncertainties,
including those related to general economic and business conditions,
changes in market conditions and competitive pressures. In addition,
the purchase price allocation includes preliminary estimates based upon
TSI's initial review of the assets and liabilities acquired. The final
allocation of the purchase price will be based in part on an
independent valuation. There can be no assurance that the final
purchase price allocation will be consistent with the allocation
reflected in the accompanying unaudited pro forma combined financial
information.
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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
thereunto duly authorized.
Dated: October 13, 1999 TSI INCORPORATED
By /s/James E. Doubles
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James E. Doubles
Chief Executive Officer
Exhibit 99 News Release
FOR IMMEDIATE RELEASE Robert F. Gallagher, CFO
(651) 490-2756
TSI COMPLETES SALE OF HANDAR SUBSIDIARY
REPORTS $.41 GAIN IN DECEMBER QUARTER
October 4, 1999
TSI Incorporated, Shoreview, Minnesota today announced it has sold the assets of
its Handar subsidiary to the U.S. subsidiary of Vaisala Oyj, headquartered in
Helsinki, Finland. Handar manufactures instruments for meteorological and
hydrological measuring applications. The $11.8 million, all-cash transaction,
which the Company first announced on September 9, was effective October 1, 1999,
and will be included in TSI's fiscal third quarter, ending December 31, 1999.
The Company will realize an after-tax gain of approximately $4.8 million, or
$.41 per share, from the sale. Results of TSI's second quarter, ended September
30, 1999, will be released during the last week of October.
James E. Doubles, TSI's Chairman and Chief Executive Officer, stated, "We are
extremely pleased with this transaction. Vaisala is a good match for Handar and
we believe all parties concerned will benefit. This sale is part of TSI's stated
business strategy of focusing on businesses that offer the strongest potential
for long-term growth. Meanwhile, we continue to work with William Blair, our
investment banker, exploring alternatives for maximizing shareholder value."
This press release contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements
include: uncertainties relating to competition and technological change,
setbacks in product development programs, slower-than-anticipated customer
acceptance of new products, delays or cancellation of government procurements,
dependence on certain key industries, and risk associated with the Company's
acquisition strategy and international operations.
TSI is a diversified, worldwide leader in providing measuring instruments for
two major market areas: the safety, comfort and health of people; and
productivity and quality improvement. The Company's common stock is traded on
the national over-the-counter market under the Nasdaq symbol TSII. For more
information, visit the Company's web site at www.tsi.com.
