SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 15, 1994
Elco Industries, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-5181 36-1033080
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
1111 Samuelson Rd., P.O. Box 7009, Rockford, Illinois 61125
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 815-397-5151
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On June 15, 1994 Elco Industries, Inc. (the "Company")
purchased 135,000 shares of its common stock for $2,497,500 from
Okabe Company Limited, a Japanese corporation ("Okabe"), which after
giving effect to such transaction owns 853,000 shares of the
Company's common stock constituting approximately 17.6% of the total
outstanding shares. The purchase was pursuant to the terms of a
share purchase agreement dated as of June 7, 1994 which in addition
to such purchase provides that if requested by Okabe the Company will
file a registration statement for an underwritten public offering of
Okabe's remaining shares no later than September 1, 1994 (or as soon
thereafter as practicable), Okabe will not solicit offers to buy its
remaining shares of the Company in private transactions until the
earlier of November 15, 1994 or five business days following the
effective date of such registration statement, and Okabe is permitted
to sell up to 25,000 of its remaining shares of the Company per month
on NASDAQ without first offering such shares to the Company as
required by the previously filed letter agreement dated June 27, 1989
between the Company and Okabe. The share purchase agreement is filed
herewith as an exhibit and the foregoing is qualified in its entirety
by reference to the text of such agreement.
Item 7. Financial Statements and Exhibits.
(C) Exhibits
10. Share Purchase Agreement
<PAGE>
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 thereunto duly authorized.
ELCO INDUSTRIES, INC.
Date: June 17, 1994 By: Kenneth L. Heal
Kenneth L. Heal
Secretary/Treasurer
June 7, 1994
Okabe Company Limited
4-21-15 Mukohjima, Sumida-ku
Tokyo 131 Japan
Attn: Mr. Shunji Kaburaki
Representative Director
Re: Share Purchase
Dear Mr. Kaburaki:
Elco Industries, Inc., a Delaware corporation ("Elco"),
hereby agrees to purchase 135,000 shares (the "Shares") of Elco
Common Stock, $5 par value (the "Common Stock"), owned by Okabe
Company Limited, a Japanese corporation ("Okabe"), for a purchase
price of $18.50 per share.
In consideration of the mutual covenants and agreements
herein set forth, the parties hereto agree as follows:
Section 1. Purchase and Sale. At the Closing (as
hereinafter defined), Okabe shall sell and deliver to Elco and
Elco shall purchase and receive, all right, title and interest in
and to the Shares.
Section 2. Consideration. The aggregate purchase
price for the Shares shall be $2,497,500.00 (the "Purchase
Price"). At the Closing, Elco shall deliver by wire transfer of
same day funds to the account specified by Okabe an aggregate
amount equal to the Purchase Price (the "Closing Payment").
Section 3. Closing and Deliveries.
3.1 Closing. The sale and transfer of the Shares and
the deliveries contemplated in this Section 3 (the "Closing")
shall occur at the offices of Baker & McKenzie, 2800 Prudential
Plaza, Chicago, Illinois at 10:00 a.m., on June 14, 1994 or at
such other time and place as may be agreed upon by the parties
hereto (the "Closing Date").
3.2 Deliveries by Okabe. On the Closing Date, Okabe
shall deliver or cause to be delivered to Elco, stock
certificates evidencing the Shares along with stock powers duly
executed in blank and containing a signature guarantee of a
national bank or a national brokerage firm.
3.3 Deliveries by Elco. On the Closing Date, Elco
shall deliver or cause to be delivered to Okabe, the Closing
Payment in the manner set forth in Section 2 hereof.
Section 4. Representations and Warranties.
4.1 Representations and Warranties of Okabe.
Okabe represents and warrants to Elco as follows:
(a) Authority. Okabe has full corporate power and
authority to execute, deliver and perform this Agreement and
to consummate the transactions contemplated hereby. The
execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby
have been duly and validly authorized by the Board of
Directors of Okabe and no other corporate proceedings on the
part of Okabe are necessary to authorize the execution,
delivery and performance of this Agreement or the
transactions contemplated hereby;
(b) No Violation or Approval. The consummation of the
sale of the Shares contemplated by this Agreement will not
(i) violate or conflict with any provision of Okabe's
charter, bylaws or other constituent document,
(ii) constitute a breach, violation or default (or an event
that, with notice or lapse of time or both, would constitute
a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right
of termination or acceleration under, or result in the
creation of any encumbrance upon any of the properties or
assets of Okabe or any of its subsidiaries under, any note,
bond, mortgage, indenture, deed or trust, license, lease,
agreement or other instrument to which Okabe or any of its
subsidiaries is a party or by which it or its properties or
assets is bound, (iii) require Okabe to obtain any consent,
permit, authorization or approval from, or make any
registration or filing with, any court or other public body
or authority or (iv) violate, breach, conflict with or
otherwise contravene any United States, state, municipal,
foreign or other law, rule, regulation, order, judgement,
injunction, decree or ruling of any United States, state,
municipal, foreign or other court or governmental
instrumentality binding on Okabe or any of its subsidiaries;
and
(c) Ownership of Shares. Okabe owns of record and
beneficially the Shares and will continue to own the Shares
until transferred to Elco pursuant to this Agreement and,
upon delivery of the Shares to Elco on the Closing Date
pursuant to the terms and conditions of this Agreement, Elco
will receive good and valid title to the Shares, free and
clear of any adverse lien, claim, charge, encumbrance or
restriction.
4.2 Representations and Warranties of Elco.
Elco represents and warrants to Okabe as follows:
(a) Authority. Elco has full corporate power and
authority to execute, deliver and perform this Agreement and
to consummate the transactions contemplated hereby. The
execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby
have been duly and validly authorized by the Board of
Directors of Elco and no other corporate proceedings on the
part of Elco are necessary to authorize the execution,
delivery and performance of this Agreement or the
transactions contemplated hereby;
(b) No Violation or Approval. The consummation of the
sale of the Shares contemplated by this Agreement will not
(i) violate or conflict with any provision of Elco's
Certificate of Incorporation or By-Laws, (ii) constitute a
breach, violation or default (or an event that, with notice
or lapse of time or both, would constitute a default) under,
or result in the termination of, or accelerate the perform-
ance required by, or result in a right of termination or
acceleration under, or result in the creation of any
encumbrance upon any of the properties or assets of Elco or
any of its subsidiaries under, any note, bond, mortgage,
indenture, deed or trust, license, lease, agreement or other
instrument to which Elco or any of its subsidiaries is a
party or by which it or its properties or assets is bound,
(iii) require Elco to obtain any consent, permit, authoriza-
tion or approval from, or make any registration or filing
with, any court or other public body or authority or
(iv) violate, breach, conflict with or otherwise contravene
any United States, state, municipal or other law, rule,
regulation, order, judgement, injunction, decree or ruling
of any United States, state, municipal or other court or
governmental instrumentality binding on Elco or any of its
subsidiaries; and
(c) Solvency. After giving effect to the sale of the
Shares and after giving effect to any obligations incurred
in connection with such sale (i) the assets of Elco at a
fair valuation and at their present fair saleable value
exceed the total amount of liabilities (including contingent
and unmatured liabilities) of Elco, (ii) Elco will be able
to pay its debts as they come due and (iii) Elco will not
have unreasonably small capital in order to conduct its
business.
Section 5. Public Offering of Common Stock.
5.1 Public Offering. If requested by Okabe, Elco
agrees to use all reasonable efforts to file a registration
statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"), not later than September 1,
1994, or as soon thereafter as practicable, with respect to an
underwritten public offering (the "Offering") of shares of Common
Stock, which shall include no less than 425,000 of the shares of
Common Stock owned by Okabe after the Closing (the "Remaining
Shares") and may include shares of Common Stock to be sold on
behalf of Elco. Elco agrees to use all reasonable efforts to
consummate the Offering within 90 days after the date of filing
of the Registration Statement. Okabe's present intention is to
sell all Remaining Shares pursuant to the Offering, subject to
market conditions and the execution and delivery of a definitive
underwriting agreement.
5.2 Expenses. Whether or not the Offering is
consummated, Elco and Okabe agree to share equally the following
items related to the Offering, whether incurred prior to or after
the date of this Agreement, up to any aggregate of $300,000
($150,000 each):
(i) all costs, fees and expenses of Baker & McKenzie,
legal counsel to Elco, and Sidley & Austin, legal counsel to
Okabe, and of Elco's independent accountants, all costs and
expenses incurred in connection with the preparation,
printing, filing and distribution of the Registration
Statement, each preliminary prospectus and the final
prospectus (including all documents incorporated by
reference therein, exhibits and financial statements) and
all amendments and supplements thereto;
(ii) all costs, fees and expenses (including legal
fees not to exceed $20,000 and disbursements of counsel to
the underwriters for the Offering (the "Underwriters"))
incurred in connection with qualifying or registering all or
any part of the shares of Common Stock for offer and sale
under blue sky laws, including the preparation of a blue sky
memorandum relating to the shares of Common Stock and
clearance of the Offering with the NASD (including the
related filing fee);
(iii) all fees and expenses of Elco's transfer agent,
printing of the certificates for the shares of Common Stock
and all transfer taxes, if any, with respect to the sale and
delivery of the shares of Common Shares to the Underwriters;
and
(iv) all reasonable travel and lodging expenses of Elco
incurred in connection with the "road show" for the
Offering.
Okabe agrees that if the Offering is consummated its share of the
foregoing items will be withheld and paid from the proceeds of
the sale of the Remaining Shares. If the Offering is not
consummated, Okabe agrees to pay its share of the foregoing items
promptly after receipt of a reasonably itemized listing thereof
from Elco.
5.3 No Solicitation. Okabe agrees not to solicit
offers to buy the Remaining Shares in private transactions taking
place outside of and not through the facilities of the Nasdaq
National Market or any other public securities market from the
Closing Date to the earlier of November 15, 1994 or the date five
business days following the effectiveness of the Registration
Statement; provided that if the Registration Statement has not
been filed by September 1, 1994, or as soon thereafter as
practicable, or has been withdrawn, then the aforesaid agreement
not to solicit shall terminate. The letter agreement dated June
27, 1989 (the "Standstill Agreement") between Elco and Okabe,
which requires Okabe to offer first to Elco any shares of Common
Stock it intends to sell, is hereby amended to permit Okabe to
sell up to 25,000 of the Remaining Shares per month on the Nasdaq
National Market without such first offer to Elco.
Section 6. Approvals. Subject to the terms and
conditions herein provided, each of the parties hereto agrees to
use reasonable efforts to take, or to cause to be taken, all
action necessary or advisable under applicable laws, regulations
and agreements to consummate the transactions contemplated by
this Agreement.
Section 7. General.
7.1 Entire Transaction. This Agreement contains the
entire understanding of the parties hereto and supersedes all
other agreements and understandings among such parties with
respect to the transactions contemplated hereby, except for the
Standstill Agreement, which shall remain in full force and effect
as modified by Section 5.3 hereof.
7.2 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Illinois, without reference to its choice of law rules, and the
parties hereto hereby consent to the jurisdiction of Illinois
courts over all matters relating hereto.
7.3 Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and assigns, and will not confer any rights
upon any other person.
7.4 Execution in Counterparts. This Agreement may be
executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument, and any of
the parties hereto may execute this Agreement by signing any such
counterpart.
Very truly yours,
ELCO INDUSTRIES, INC.
By: /s/John C. Lutz
Name: John C. Lutz
Title: President and Chief
Executive Officer
Accepted and agreed to, as of the
7th day of June, 1994
OKABE COMPANY LIMITED
By: /s/Shunji Kaburaki
Name: Shunji Kaburaki
Title:
