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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) JUNE 15, 2000
CHEROKEE INTERNATIONAL, LLC
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 333-82713 33-0696451
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
2841 DOW AVENUE, TUSTIN, CALIFORNIA 92780
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 544-6665
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 19, 2000, Cherokee International, LLC, a limited liability
company organized under the laws of the State of California ("Cherokee"),
issued the press release attached hereto as Exhibit 99.1, announcing the
completion of Cherokee's acquisition of Industrial and Telecommunication
Systems and related entities ("ITS"). The acquisition was effected by means
of the purchase (the "Purchase") by Cherokee of all the outstanding shares of
ITS from Panta Electronics B.V., a private company incorporated under the
laws of the Netherlands ("Panta"). The Purchase was effected on June 15, 2000.
Pursuant to the terms of the Stock Purchase Agreement, dated as of
May 24, 2000, among Cherokee and Panta, Cherokee paid $52,872,000.00 (subject
to certain post-closing adjustments) in exchange for the shares of ITS. The
Purchase was financed with (i) equity contributions by all of the major
owners of Cherokee, (ii) the sale of equity securities to a corporation owned
by OCM/GFI Power Opportunities Fund, (iii) additional borrowings under the
Credit Agreement, dated as of April 30, 1999, among Cherokee, as Borrower,
and Heller Financial, Inc., as Agent and as a Lender, and the Lenders from
time to time party thereto, as amended on June 15, 2000, to, among other
things, include a new term loan and (iv) existing cash.
The plant, equipment and other physical property of ITS acquired by
Cherokee by way of the Purchase have been used by Panta, and will be used by
Cherokee, in a manner described in the press release of Cherokee, dated June
19, 2000, attached hereto as Exhibit 99.1, which Cherokee incorporates by
reference into this Current Report on Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
It is impracticable to provide the required financial information as
of the date of this filing. The required financial information will be filed
by amendment no later than August 29, 2000.
(b) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required financial information as
of the date of this filing. The required financial information will be filed
by amendment no later than August 29, 2000.
(c) EXHIBITS.
EXHIBIT DESCRIPTION
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2.1 Stock Purchase Agreement, dated as of May 24, 2000, between
Cherokee International, LLC, and Panta Electronics B.V.
(without schedules or exhibits)1
99.1 Press Release of Cherokee International, LLC, dated June 19,
2000
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1 Cherokee agrees to supplementally furnish a copy of any
omitted schedule or exhibit to the Securities and Exchange
Commission upon request.
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SIGNATURE
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 hereto duly authorized.
Dated: June 30, 2000
CHEROKEE INTERNATIONAL, LLC
By: /s/ R. Van Ness Holland, Jr.
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Name: R. Van Ness Holland, Jr.
Title: Chief Financial Officer
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