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
Date of Report (date of earliest event reported): January 24, 1997
HIREL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-28524
DELAWARE 65-0666239
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 SW 16th Terrace,
Pompano Beach, Florida 33069
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (954) 942-5390
(Former name,former address and former fiscal year,if changed since last report)
<PAGE>
Item 2. Acquisition of Assets.
On January 24, 1997, Hirel Holdings, Inc. [the "Company"] through its
wholly-owned subsidiary, Hirel Technologies, Inc. ["Hirel"], acquired
substantially all of the assets and certain liabilities of Marine Power, Inc.
["MPI"] pursuant to a Plan of Reorganization dated January 22, 1997 [the
"Agreement"]. The aggregate purchase price was paid by the issuance of 390,000
shares of the Company's Common Stock. The Agreement also provides for an
additional 50,000 shares the issuance of which is contingent on certain
future events, including the performance of the Company's Common Stock.
The assets acquired from MPI are comprised mainly of accounts receivable,
inventory and equipment. Based on the unaudited results for the third quarter
ended September 30, 1996, MPI had total revenues and a pretax loss of
approximately $3,209,000 and $110,000, respectively.
In connection with the acquisition, Hirel has entered into a five year
employment agreement with W.E. Allbright, Jr., the principal shareholder and
President of MPI.
MPI, a Louisiana based, private company, founded in 1960 is engaged in
manufacturing and marketing marine engines for the after market and original
equipment manufacturers. The Company intends to continue and further develop the
existing business of MPI.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is currently impractical to provide the financial information
required pursuant to Item 310 of Regulation S-B. This Report will be
amended within 60 days of the date this Report is filed to include such
financial information.
(b) Exhibits.
10-12 Plan of Reorganization, dated January 27, 1997, by and among
Marine Power, Inc., a Louisiana corporation, W.E. Allbright, Jr.,
Hirel Technologies, Inc., a Florida corporation, and Hirel
Holdings, Inc., a Delaware corporation.
10-13 Employment Agreement, dated January ,1997, between W.E.
Allbright, Jr. and Hirel Technologies, Inc.
2
<PAGE>
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.
HIREL HOLDINGS, INC.
DATED: February 6, 1997 By /s/ William H. Aden
---------------------
William H. Aden,
Vice President/Finance
3
<PAGE>
