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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): MARCH 16, 1996
COMMISSION FILE NUMBER: 0-10095
UNIT INSTRUMENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0077406
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
22600 SAVI RANCH PARKWAY, YORBA LINDA, CALIFORNIA 92687
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 921-2640
THIS REPORT CONSISTS OF TWO (2) PAGES.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On March 18, 1996, Unit Instruments, Inc. ("Unit" or "the Company") issued a
press release to announce that it had reached agreement to acquire all
outstanding shares of Control Systems, Inc. ("CSI"). CSI is a privately held
corporation based in Rio Rancho, New Mexico with additional facilities in
Chandler, Arizona. CSI fabricates gas isolation boxes and gas panels for
several semiconductor manufacturers, of which Intel is the dominant customer.
Unit intends to continue to operate CSI in substantially the same manner as its
current business and maintain it as a wholly owned subsidiary of Unit. The
company will change CSI from the calendar year to conform to Unit's fiscal year
that ends on May 31.
Unit will form a new subsidiary, CSI Acquisition Corporation ("NUCO"), which
will acquire all outstanding shares of CSI in exchange for $1,200,000 cash and
approximately 275,000 shares of Unit common stock. Immediately after the
acquisition is completed, NUCO will merge into CSI, leaving CSI as the surviving
entity and a direct subsidiary of Unit.
The acquisition will be accounted for as a purchase. The major assets to be
acquired as a result of this transaction are accounts receivable, inventories
and production equipment used in the operation of CSI's business and such assets
will continue to be used in the business. The cash utilized to acquire CSI will
be sourced from Unit's cash balances in excess of short term requirements.
The purchase of CSI is expected to be completed in April 1996. Financial
statements are not available at this time. However, for year ended December
1995, CSI had revenues of approximately $11 million (unaudited). The Company
expects to file the required CSI financial statements and proforma consolidated
financial statements within the next sixty (60) days.
The foregoing description of the pending purchase of CSI is qualified in its
entirety pending the finalization of a definitive acquisition agreement. As
this transaction is still pending, changes to the above-referenced acquisition
terms may occur and there can be no assurances that an acquisition of CSI by the
Company will be consummated.
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SIGNATURES
Pursuant to 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.
UNIT INSTRUMENTS, INC.
Date March 27, 1996 By: /s/ Michael J. Doyle
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President and Chief Executive Officer
Date March 27, 1996 By /s/ Gary N. Patten
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Chief Financial Officer
