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 Act of 1934
Date of Report (Date of earliest event reported) August 10, 2000
Ocean Power Corporation
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(Exact name of small business issuer as specified in its charter)
Delaware 94-3350291
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5000 Robert J. Mathews Parkway, El Dorado Hills, CA 95762
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(Address of principal executive offices)
(916) 933-8100
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(Registrant's telephone number including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT:
Not applicable
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
Ocean Power Corporation (the "Company") entered into a Share Purchase Agreement
("Agreement") with the Shareholders of SIGMA Elektroteknisk, AS ("SIGMA") on
July 25, 2000 whereby the Shareholders of SIGMA agreed to a stock for stock
exchange as set forth in the Agreement and attached hereto as Exhibit 1. There
were no prior material relationships between or among any of the Shareholders of
SIGMA and the Company or any of their officers, directors, associates or
affiliates. The acquisition was completed on August 10, 2000. It did not require
the use of any funds. Pursuant to the terms of the Agreement, the Company
acquired 100% of the issued and outstanding shares of SIGMA from its
Shareholders in return for 1,178,748 shares of the Company's restricted common
stock valued at $3.20 per share or $5,500,000. The common stock of the Company
issued in connection with the acquisition have not been registered under the
Securities Act of 1933. The acquistion will be accounted for as a purchase per
the requirements of APB No. 16.
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SIGMA is a developer of Stirling engine systems that generate heat and
electricity for residential uses. They are leaders in the development of engines
that use a wide range of fuels including propane, diesel and natural gas. The
assets of SIGMA comprise patents, cash, machinery, tools and fixtures. SIGMA
will continue its present operations. It is now a wholly owned subsidiary of the
Company. The acquisition is intended to broaden the technology base of the
Company and to add a potentially major source of revenue for the Company.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
Not Applicable
ITEM 5. OTHER EVENTS
Not Applicable
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
(i) Audited financial statements of SIGMA will be filed pursuant to
an 8-KA.
(b) Pro Forma Financial Information
(i) Pro Forma Financial information will be filed pursuant to an
8-KA.
(c) Exhibits
1. Share Purchase Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has fully caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 23, 2000
OCEAN POWER CORPORATION
BY: /s/ Joseph P. Maceda
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Joseph P. Maceda, President and Director
