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
June 7, 1996
AEROSONIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-4988 74-1668471
(Commission File No.) (IRS Employer
Identification No.)
1212 North Hercules Avenue
Clearwater, Florida 34625
(Address of principal (Zip Code)
executive offices)
813-461-3000
(Registrant's telephone number including area code)
Item 1. Changes in Control of Registrant.
Pursuant to the Stock Purchase Agreement dated May 23,
1996
(the "Stock Purchase Agreement"), by and between J. Mervyn Nabors and
Miriam Frank and Seymour B. Frank, as Trustees of the Herbert J.
Frank
Revocable Trust (the "Revocable Trust"), J. Mervyn Nabors purchased
in
a private transaction 1,087,000 shares of common stock (the "Shares")
of Aerosonic Corporation, a Delaware corporation (the "Company") from
the Revocable Trust for an aggregate consideration of $2,174,000 (the
"Aggregate Consideration"), or $2.00 per share of such common stock.
In the Stock Purchase Agreement, J. Mervyn Nabors agreed to enter
into
a promissory note for a principal amount equal to the Aggregate
Consideration (the "Note"). Principal and interest payments will be
due monthly under the Note, with interest at six percent (6%) per
annum
for sixty months. The Note is secured by a pledge of the Shares.
Prior to the acquisition of the Shares, J. Mervyn Nabors directly
owned
183,900 shares of the common stock of the Company and was the sole
custodian of the J. Mervyn Nabors d/b/a JenTrust. The J. Mervyn
Nabors
d/b/a JenTrust directly owned, and as of the date hereof owns, 20,000
shares of the common stock of the Company. J. Mervyn Nabors has sole
voting and dispositive power with respect to the 20,000 shares of the
common stock of the Company owned by the J. Mervyn Nabors d/b/a
JenTrust. As a result, J. Mervyn Nabors has, as of the date hereof,
sole voting and dispositive power with respect to 33.9% of the
outstanding common stock of the Company.
While this filing on Form 8-K is made pursuant to Item
1,
filing under such Item does not constitute an admission by the
Company
that a change of control transaction has occurred; such filing is
merely intended to provide relevant information in the event that a
change of control transaction is found to have occurred as a result
of
the events described herein.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The following exhibits are being
filed
herewith.
2.1 Form of Stock Purchase Agreement dated
May 23,
1996, by and between J. Mervyn Nabors
and Miriam
Frank and Seymour B. Frank, as Trustees
of the
Herbert J. Frank Revocable Trust.
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, thereunto duly authorized.
AEROSONIC CORPORATION
DATE: June 7, 1996 By /s/ J. Mervyn Nabors
------------------------
J. Mervyn Nabors
Its Chairman, President
and
Chief Executive Officer
EXHIBIT 2.1
FORM OF
STOCK PURCHASE AGREEMENT
THIS AGREEMENT made and entered into this 23rd day of May,
1996,
by and between J. MERVYN NABORS, "Purchaser," and MIRIAM FRANK and
SEYMOUR B. FRANK, as Trustees of the Herbert J. Frank Revocable
Trust,
W I T N E S S E T H:
Whereas, Herbert J. Frank established a Revocable Trust
Agreement dated July 8, 1988, naming Miriam Frank and Seymour B.
Frank
as Trustees in the event of the death of Herbert J. Frank, and,
WHEREAS, Herbert J. Frank passed away on April 18, 1996,
after
having funded the Trust with One Million Eighty-seven Thousand
(1,087,000) shares of common stock in Aerosonic Corporation; and,
WHEREAS, the Trust has a duty and an obligation to provide
income to Miriam Frank and to maintain her standard of living at the
level to which she previously enjoyed prior to the death of Herbert
J.
Frank; and,
WHEREAS, the Aerosonic Corporation stock has not increased
in
value, nor has it produced any income or dividend in recent history;
and,
WHEREAS, J. Mervyn Nabors has agreed to purchase One Million
Eighty-seven Thousand (1,087,000) shares of Aerosonic Corporation
stock
at Two and No/100 Dollars ($2.00) per share which is approximately
twenty-five percent (25%) greater than the current open market
trading
price on the stock provided, however, that he can purchase the stock
upon terms over a five year period; and,
WHEREAS, the Trustees believe it is in the best interests of
the
beneficiaries that this agreement be entered into to bring income in
to
fulfill the duties and responsibilities of the Trust;
NOW THEREFORE, for Ten and No/100 Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the above parties agree as follows:
(1) The representations outlined above are true and correct.
(2) The Purchaser agrees to purchase and the Trustees agree
to
sell One Million Eighty-seven Thousand (1,087,000) shares of
Aerosonic
Corporation stock held by the Trust to the Purchaser at Two and
No/100
Dollars ($2.00) per share for a total sum of Two Million One Hundred
Seventy-four Thousand and No/100 Dollars ($2,174,000.00). The stock
will be paid for by promissory note payable at six percent (6%)
interest, per annum, amortized over five (5) years. Payments will be
made monthly in the amount of Forty-two Thousand Twenty-nine and
51/100
Dollars ($42,029.51), which shall include principal and interest.
The
promissory note shall be secured by the stock through appropriate
documentation whether it be a security agreement or legend on the
stock.
(3) Nothing contained within the promissory note, security
agreement, stock purchase agreement, or otherwise, shall impair the
voting rights of the stock which will lie totally with the Purchaser.
(4) There shall be no prepayment penalty should the
Purchaser
decide to retire the promissory note prior to its full amortization.
(5) If any action is brought to enforce any term of this
Agreement, the prevailing party in such action, whether Purchaser or
Seller, shall be entitled to recover its reasonable attorneys' fees
(including paralegals' fees), plus costs, from the nonprevailing
party
whether at trial or on appeal. Any action brought to enforce the
terms
of this Agreement shall be brought in the appropriate court of the
State of Florida, County of Pinellas.
(6) The validity and construction of this Agreement shall
be
governed by the laws of the State of Florida.
(7) This Agreement shall inure to the benefit of and bind
the
respective successors, heirs, beneficiaries, and permitted assigns of
the parties hereto. Nothing expressed or referred to in this
Agreement
is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors, heirs,
beneficiaries, or permitted assigns any legal or equitable right,
remedy or claim under or in respect of this Agreement or any
provision
contained herein, it being the intention of the parties to this
Agreement that this Agreement shall be for the sole and exclusive
benefit of the parties to this Agreement and their successors, heirs,
beneficiaries, and assigns and not for the benefit of any other
person.
IN WITNESS WHEREOF, the parties hereto have set their hands
and
seal the date first written above.
In the Presence Of:
J. Mervyn Nabors, Purchaser
As to Purchaser
Miriam Frank, as Trustee of
the
Herbert J. Frank Revocable
Trust
As to M. Frank
Seymour B. Frank, as Trustee
of
the
Herbert J. Frank Revocable
Trust
As to S. Frank
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this day personally appeared before me,
an
officer duly authorized to administer oaths and take
acknowledgements,
J. MERVYN NABORS, to me personally known or who has produced
___________ as identification, and known to me to be the individual
described in and who executed the foregoing Agreement and
acknowledged
before me that he executed the same for the purposes therein
expressed.
WITNESS my hand and official seal at Clearwater, said County and
State, this 23rd day of May, 1996.
Notary Public
Print Name
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this day personally appeared before me,
an
officer duly authorized to administer oaths and take
acknowledgements,
MIRIAM FRANK, to me personally known or who has produced ___________
as
identification, and known to me to be the individual described in and
who executed the foregoing Agreement and acknowledged before me that
she executed the same for the purposes therein expressed.
WITNESS my hand and official seal at Clearwater, said County and
State, this 23rd day of May, 1996.
Notary Public
Print Name
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this day personally appeared before me,
an
officer duly authorized to administer oaths and take
acknowledgements,
SEYMOUR B. FRANK, to me personally known or who has produced
___________ as identification, and known to me to be the individual
described in and who executed the foregoing Agreement and
acknowledged
before me that he executed the same for the purposes therein
expressed.
WITNESS my hand and official seal at Clearwater, said County and
State, this 23rd day of May, 1996.
Notary Public
Print Name
My Commission Expires:
