SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): February 27, 1998
INNOVATIVE VALVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-23231 76-0530346
State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2 NORTHPOINT DRIVE, SUITE 300
HOUSTON, TEXAS 77060
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 925-0300
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 1998 (the "Closing Date"), Innovative Valve
Technologies, Inc., a Delaware corporation (the "Company"), acquired Cypress
Industries, Inc., an Illinois corporation ("Cypress"), through a stock purchase
transaction (the "Acquisition"). The Company completed the Acquisition pursuant
to a stock purchase agreement dated as of February 27, 1998 among the Company,
Cypress, Robert J. Gerth, Robert J. Gerth Trust, Roger A. Szafranski and Roger
A. Szafranski Trust (collectively, the "Stockholders"). As consideration, the
Company paid an aggregate cash purchase price of $11,808,000 and effectively
assumed $5,192,000 of debt. In addition, Cypress distributed $343,000 to the
Stockholders in respect of federal and state taxes attributable to its income
for 1997. The total consideration for the Acquisition is subject to adjustment
for any changes in Cypress' working capital from December 31, 1997 to February
27, 1998. The Company funded the payment of the cash purchase price through
borrowings under its credit facility with Chase Bank of Texas, N.A., as agent,
and the other lenders party thereto. The parties determined the consideration
for the Acquisition through arm's-length negotiations.
Cypress, through its three operating divisions, provides field
machining, valve repair, specialized welding and babbitt bearing repair services
to its customers, which include the power utility industry, steel mills and
other related industrial markets. Cypress is headquartered in Schaumburg,
Illinois and has operating locations in Cincinnati, Ohio and Atlanta, Georgia.
The Company intends to use the acquired operations in the manner previously used
by Cypress.
A copy of the Company's March 5, 1998 press release that relates
to the Acquisition is attached as Exhibit 99 hereto and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Cypress set forth in the Company's
Registration Statement on Form S-4 (Reg. No. 333-49283) are incorporated herein
by reference.
(B) PRO FORMA FINANCIAL INFORMATION.
The Unaudited Pro Forma Combined Financial Statements set forth in the
Company's Registration Statement on Form S-4 (Reg. No. 333-49283) are
incorporated herein by reference.
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(C) EXHIBITS
2* Stock Purchase Agreement dated as of February 27, 1998, by and
among Innovative Valve Technologies, Inc., Cypress Industries,
Inc. and the Stockholders named therein. Pursuant to Item
601(b)(2) of Regulation S-K, the Company has omitted certain
Schedules and Exhibits to the Stock Purchase Agreement (all of
which are listed therein) from this Exhibit 2. It hereby
agrees to furnish supplementally a copy of any such omitted item
to the Securities and Exchange Commission on its request.
23.1 Consent of Crowe, Chizek and Company LLP
99* Press release issued March 5, 1998
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* Previously filed.
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.
INNOVATIVE VALVE TECHNOLOGIES, INC.
By:/s/ CHARLES F. SCHUGART
Charles F. Schugart
Chief Financial Officer and
Senior Vice President -
Corporate Development
Date: April 3, 1998
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated February 12, 1998 with respect to the December 31, 1997 financial
statements of Cypress Industries, Inc. included in this Form 8-K/A dated
February 27, 1998 into Innovative Valve Technologies, Inc.'s previously filed
registration statement on Form S-8 (No. 333-40023).
/s/ CROWE, CHIZEK AND COMPANY LLP
Crowe, Chizek and Company LLP
Oak Brook, Illinois
April 3, 1998
