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 Report (Date of earliest event reported):
September 22, 1995
Commission file number 0-10095
---------------
AUTOCLAVE ENGINEERS, INC.
(Exact name of registrant as specified in its charter)
---------------
Pennsylvania 25-0941759
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
---------------
22600 Savi Ranch Parkway 92687
Yorba Linda, CA (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number,
including area code: (714) 921 2640
---------------
<PAGE>
-2-
Item 2. Acquisition or Disposition of Assets.
In May 1995, the Board of Directors of Autoclave Engineers,
Inc. (the Registrant) developed a plan for the disposition of the
assets of the Autoclave Engineers Group (AEG), also referred to
as the Autoclave Products business segment of the Registrant.
Based upon this plan, AEG was treated as a discontinued operation
at May 31, 1995 in the Registrant's Annual Report on Form 10-K to
the Securities and Exchange Commission.
On August 14, 1995, the Registrant entered into a definitive
Asset Purchase Agreement (the Agreement) with Snap-tite, Inc., a
privately-owned company headquartered in Erie, Pennsylvania.
Pursuant to the Agreement, on September 22, 1995, Snap-tite, Inc.
purchased all of the assets used in the business of AEG,
excluding cash, and assumed certain of its liabilities.
Consideration received from the sale was $13,500,000 in cash
at Closing, $2,000,000 cash placed in escrow pending transfer of
Registrant's ownership of shares in its joint venture, and a
$750,000 subordinated note, payable on August 30, 2000, with
interest payable quarterly at 10% per annum on the unpaid
balance. Under the terms of the Agreement, on the Closing date,
the book value of the assets of AEG to be sold net of the
liabilities to be assumed were to be at least $11,620,796; and,
the net operating assets of AEG, defined as accounts receivable -
trade and inventories less accounts payable and accrued
compensation and benefits, were to be at least $5,200,000. At
May 31, 1995, the book values of these items were $11,640,253 and
$5,365,765, respectively.
Item 5. Other Events
As previously reported in the Registrant's Annual Report on
Form 10-K for its fiscal year ended May 31, 1995, the Registrant
had entered into a Share Repurchase Agreement (the Agreement)
with its largest shareholder, the J & L Levinson Partnership (the
Partnership). Under the Agreement, the terms of which were
contingent upon the closing of the sale of the assets of the
Autoclave Engineers Group, the Registrant repurchased 220,000
shares of the common stock of the Registrant from the Partnership
at a price of $11.75 per share on September 22, 1995. The
Partnership, and its general partners, have agreed not to sell,
assign , pledge, transfer, or otherwise dispose of additional
shares of common stock of the Registrant for a period of 18
months following the closing of this repurchase of shares.
<PAGE>
-3-
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(b) The following financial statements and related
items are incorporated herein by reference from the Registrant's
Annual Report on Form 10-K for the fiscal year ended May 31,
1995:
-- Report of Independent Accountants
-- Consolidated Statement of Income for fiscal years
1995, 1994 and 1993
-- Consolidated Balance Sheet as of May 31, 1995 and
May 31, 1994
-- Consolidated Statement of Cash Flow for fiscal
years 1995, 1994 and 1993
-- Consolidated Statement of Shareholders' Equity for
fiscal years 1995, 1994 and 1993
-- Notes to Consolidated Financial Statements
(c) Exhibits
2.1 Asset Purchase Agreement dated as of August
14, 1995 between Snap-tite, Inc. and
Autoclave Engineers, Inc.. (Filed as Exhibit
10(p) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended May 31,
1995 and incorporated herein by reference.)
Pursuant to Item 601(b)(2) of Regulation S-K,
the Disclosure Schedules and Exhibits
referred to in the Agreement were omitted.
The Registrant agrees to furnish
supplementally a copy of any such Disclosure
Schedule or Exhibit to the Commission upon
request.
5.1 Share Repurchase Agreement dated as of June
22, 1995 by and among James C. Levinson,
Marilyn Gasche Levinson, the J and L Levinson
Partnership and the Registrant. (Filed as
Exhibit 10(q) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
May 31, 1995 and incorporated herein by
reference.)
<PAGE>
-4-
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 hereunto duly authorized.
AUTOCLAVE ENGINEERS, INC.
/S/Michael J. Doyle
Date: October 6, 1995 By: ------------------------------
Michael J. Doyle, President
and Chief Executive Officer
/S/Gary N. Patten
Date: October 6, 1995 By: ------------------------------
Gary N. Patten, Vice President
and Chief Financial Officer
-4-
<PAGE>
