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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 earliest event reported): August 31, 2000
ELECTRIC CITY CORP.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 000-2791 36-4197337
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(State or other jurisdiction of
incorporation or organization (Commission File #) (IRS Employer Identification No.)
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1280 Landmeier Road, Elk Grove Village, Illinois 60007-2410
(Address of principal executive offices)
(847) 437-1666
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) Effective August 31, 2000, pursuant to an Agreement and Plan of Merger
dated as of August 31, 2000, by and among Electric City Corp. ("Electric City")
and Electric City Acquisition Corporation, a wholly-owned subsidiary of Electric
City ("Merger Subsidiary"), on the one hand, and Switchboard Apparatus, Inc.
("Switchboard Apparatus") and Dale Hoppensteadt, George Miller and Helmut Hoppe
(collectively, the "Sellers"), on the other hand, Electric City purchased from
the Sellers all of the issued and outstanding shares of capital stock of
Switchboard Apparatus. In connection with the acquisition, Switchboard Apparatus
was merged with, and into, the Merger Subsidiary, with Merger Subsidiary
continuing as the surviving corporation under the name Switchboard Apparatus,
Inc.
The aggregate purchase price of $1,941,750 was paid in the form of 551,226
shares of Electric City common stock, which were issued out of Electric City's
authorized, but unissued common stock. Fifteen percent (15%) of the shares
issued are being held in escrow to indemnify Electric City against certain
damages that may arise in connection with the acquisition. Electric City has
agreed to register the shares of its common stock issued to the Sellers under
the Securities Act of 1933, as amended. In addition, Electric City assumed the
liabilities of Switchboard Apparatus, including $350,000 of payments owed to the
Sellers and $827,556.47 of bank debt. The purchase price was arrived at through
arms' length negotiations between Electric City and the Sellers. The acquisition
will be recorded using the purchase method of accounting.
(b) Certain of the assets of Switchboard Apparatus acquired pursuant to this
transaction consisted of plant and equipment and other physical property used by
Switchboard Apparatus in the manufacture of electrical switching equipment.
Electric City intends to continue to use these assets for the same purpose.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired The audited financial
statements of Switchboard Apparatus required pursuant to Item 310(c) of
Regulation S-B cannot be provided at this time, but shall be filed as soon as
practicable and in no event not later than sixty (60) days after the date that
this report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information The pro forma financial information
required pursuant to Item 310(d) of Regulation S-B cannot be provided at this
time, but shall be filed as soon as practicable and in no event not later than
sixty (60) days after the date that this report on Form 8-K was required to be
filed.
(c) Exhibits
(2) The Agreement and Plan of Merger dated as of August 31, 2000, by and
among Electric City Corp. ("Electric City") and Electric City Acquisition
Corporation, on the one hand, and Switchboard Apparatus, Inc., Dale
Hoppensteadt, George Miller and Helmut Hoppe, on the other hand. Electric
City agrees to provide supplementally to the SEC upon request, copies of
any omitted exhibits or schedules to the Agreement.
(4) Indemnification and Stockholder Agreement, dated as of August 31,
2000, by and among Electric City Corp. and Dale Hoppensteadt, George Miller
and Helmut Hoppe.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ELECTRIC CITY CORP.:
Dated: September 14, 2000 By: /s/ John Mitola
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John Mitola
Chief Executive Officer
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