SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 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) September 22, 1997
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
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(Exact name of registrant as specified in charter)
Delaware 333-20709 13-3391820
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
22700 Savi Ranch Parkway, Yorba Linda, California 92657
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 974-7676
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N/A
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(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On September 22, Transition Analysis Component Technology, Inc. (the
"Registrant"), acquired the search and report software of Research Analysis
Corporation ("RAC") pursuant to a merger (the "Merger") of Research Technology
Analysis Corp., a California corporation formed for this purpose and
wholly-owned by the Registrant, with and into RAC. Upon consummation of the
Merger, RAC as the surviving corporation became a wholly-owned subsidiary of the
Registrant. The RAC acquisition was accounted for pursuant to the purchase
method of accounting and is effective as of September 1, 1997.
Additionally, in connection with the Merger, Mr. Bruce L. Blackford and
Mr. Jeff Hanser entered into employment agreements with the Registrant for a
three year term, pursuant to which each has agreed to serve as a Senior Vice
President of the Registrant. Each employment agreement provides for an annual
base salary and certain employee benefits up to an aggregate of $200,000; and an
incentive bonus up to $100,000 annually, measured by the Company achieving
certain targeted sales goals.
Pursuant to the Merger, Bruce L. Blackford and Jeff Hanser, the sole
shareholders of RAC, exchanged all of their shares of RAC common stock for
44,905 unregistered shares of common stock, $0.01 par value (the "Common
Stock"), in the aggregate of the Registrant and options to purchase up to an
additional 44,905 unregistered shares of Common Stock in the aggregate.
The options have an exercise price of $3.00 per share and vest over a
three-year period at the rate of 14,968 shares per year. The right to exercise
these options is subject to incremental vesting as (and if) the Company achieves
certain targeted sales goals. These options were not granted pursuant to the
Company's 1997 Option Plan.
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<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of businesses acquired.
To be filed by amendment on Form 8-K/A not later than December
8, 1997.
(b) Pro Forma Financial Information.
To be filed by amendment on Form 8-K/A not later than December
8, 1997.
(c) Exhibits
See Exhibit Index.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrants have duly caused this report to be signed on their
respective behalf by the undersigned, thereunto duly authorized.
Date: October 7, 1997
TRANSITION ANALYSIS COMPONENT
TECHNOLOGY, INC.
By: /s/ Martin S. Fawer
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Chief Financial Officer and
Vice President
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<PAGE>
EXHIBIT INDEX
Exhibit Description
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2 Merger Agreement and Plan of Reorganization, dated as of
September 1, 1997 by and among Transition Analysis Component
Technology, Inc. (the "Registrant"), Research Technology Analysis
Corp., Research Analysis Corporation, Jeff Hanser and Bruce L.
Blackford.*
10.1 Option Agreement dated September 22, 1997, granting 22,452
options to Bruce L. Blackford.*
10.2 Option Agreement, dated September 22, 1997, granting 22,452
options to Jeff Hanser.*
10.3 Employment Agreement, dated September 22, 1997, between the
Registrant and Bruce L. Blackford.*
10.4 Employment Agreement, dated September 22, 1997, between the
Registrant and Jeff Hanser.*
99. Press release dated September 22, 1997.
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* Previously filed as an exhibit to Registrant's annual report on Form 10-KSB
for the fiscal year ending June 30, 1997.
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TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC.
22700 SAVI RANCH PARKWAY
YORBA LINDA, CA 92686
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CONTACT: MARTIN S. FAWER, Treasurer
(914) 747-7474
FOR IMMEDIATE RELEASE
TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC. REPORTS ACQUISITION OF RESEARCH
ANALYSIS CORPORATION
Yorba Linda, CA (September 22, 1997)--Transition Analysis Component
Technology, Inc. ("TACTech") (OTC:TRZA), a provider of proprietary data base
information services, reported that it acquired the search and report software
developed by Research Analysis Corporation ("RAC") through a merger of the
Company's wholly-owned subsidiary with and into RAC.
In the merger, RAC shareholders are entitled to receive up to 44,905
unregistered TACTech shares, and options to purchase up to an additional 44,905
unregistered TACTech shares (vesting over three years).
The Company believes that it can achieve synergies as a result of the
application of RAC's search engine technology to the Company's military and
commercial systems componentry data bases and search engine technology, and that
the RAC acquisition should enable the Company to offer improved data retrieval
services to the Company's customers.
*****
Certain statements contained in this press constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). Such forward-looking statements (including, without
limitation, benefits to be obtained from the RAC acquisition) involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements expressed or implied by such forward-
looking statements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements.
The public is also referred to the risks and uncertainties detailed in the
Company's recent registration statement on Form SB-1 filed with the Securities
and Exchange Commission.
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