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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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: March 25, 1996)
ADVANCED LIGHTING TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OHIO O-27202 34-1803229
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
2307 EAST AURORA ROAD, SUITE ONE, TWINSBURG, OHIO 44087
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (216) 963-6680
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 25, 1996, a subsidiary of the Company acquired all of
the issued and outstanding capital stock (the "Stock") and certain indebtedness
(the "Indebtedness") of Spectro Electric, Inc. of Toronto, Ontario, a lighting
products distributor, as well as security interests ("Security Interests") in
the assets of Spectro Electric, Inc. The subsidiary acquired the Stock, the
Indebtedness and the Security Interests from the Bank of Nova Scotia ("BNS").
The Stock had been pledged as security to BNS by the parent corporation of
Spectro Electric, Inc. The cash purchase price for the Stock, Indebtedness and
Security Interests was approximately U.S. $1,700,000. The amount of
consideration for the Stock, Indebtedness and Security Interests was determined
by arms length negotiation. The acquisition was financed using a portion of
the proceeds of the Company's initial public offering. Under certain
circumstances, the Company may issue up to $500,000 in market value of Company
stock in connection with the acquisition.
Among other lighting product lines, Spectro Electric, Inc. is
a distributor of the Company's products in Canada. The Company intends to
continue the current business of Spectro Electric, Inc.
Certain information regarding this transaction was included in
the Company's quarterly report on Form 10-Q for the quarterly period ended
March 31, 1996.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
ITEM 5. OTHER EVENTS.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
It is impractical to file the required Financial Statements
and Pro Forma Financial Information at this time. The Company intends to file
the required financial information on or about June 10, 1996.
ITEM 8. CHANGE IN FISCAL YEAR.
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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 its behalf by the
undersigned hereunto duly authorized.
ADVANCED LIGHTING TECHNOLOGIES, INC.
(Registrant)
Date: May 17, 1996 By: /s/ Louis S. Fisi
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Louis S. Fisi
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE NO.
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10.1 Letter Agreement between Venture Lighting
International, Inc. and the Bank of Nova Scotia
dated March 11, 1996 regarding the purchase of
capital stock and certain indebtedness of Spectro
Electric, Inc. incorporated herein by reference to
Exhibit 10.2 of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31,
1996.
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