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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 June 3, 1997
(DATE OF EARLIEST EVENT REPORTED)
BUFFTON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER 001-09822
DELAWARE 75-1732794
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)
226 BAILEY AVENUE
SUITE 101
FORT WORTH, TEXAS 76107
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 332-4761
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 3, 1997, the Company completed the sale of substantially all of the
assets of Current Technology, Inc., a Delaware corporation, and an indirect
subsidiary of the Company ("CTI"), to Danaher Corporation, a Delaware
corporation and CTI Acquisition Corporation, a Delaware Corporation pursuant to
the terms of an Asset Purchase Agreement, dated as of February 14, 1997, and
amended on April 16, 1997 (the "Purchase Agreement"). The purchase price
received at the closing was $25,500,000.00 in cash and the assumption by CTI
Acquisition Corporation of approximately $1,300,000.00 in certain specified
liabilities of CTI. The purchase price is subject to a post closing adjustment
to the extent the Net Tangible Assets of CTI as of May 31, 1997, is more or less
than $2,500,000.00. The term Net Tangible Assets is defined in the Purchase
Agreement as the amount by which the sum of the accounts receivable (net of
reserves), inventories (net of reserves), prepaid assets, fixed assets (net of
depreciation), deposits and other assets included in the Acquired Assets (as
also defined in the Purchase Agreement) excluding all intangibles other than the
Texas A & M license, exceeds the sum of accounts payable, accrued liabilities,
contract liabilities, lease liabilities and taxes included in the Assumed
Liabilities, as reflected on the Closing Date Balance Sheet (as defined in the
Purchase Agreement). The Closing Date Balance Sheet is to be prepared and
submitted to CTI Acquisition Corporation within 45 days after the Closing.
The assets sold include substantially of the assets owned by CTI and used
in connection with its business, including without limitation, all inventory,
accounts receivable, tangible personal property, intellectual property rights
and contracts. The purchase price for the subject assets was determined through
negotiations between the Company and the Buyer. The Company retained Southwest
Securities to render an opinion to the Board of Directors of the Company as to
the fairness to the Company, from a financial point of view, of the
consideration to be received by CTI in connection with the proposed transaction.
Southwest Securities delivered an opinion to the Board of Directors to the
effect that, as of February 17, 1997, and based upon and subject to stated
assumptions, the consideration to be received by CTI in the subject transaction
was fair, from a financial point of view, to the Company. This opinion is
attached as Appendix III to the Company's Proxy Statement for Annual Meeting of
Stockholders held on May 16, 1997.
Prior to the consummation of such transaction, no material relationship
existed between any of such persons and the Company or any of its affiliates,
directors or officers, or any associate of any such director or officer.
However, effective as of the Closing Date of the subject transaction, Walter D.
Rogers, Jr., a director of the Company, terminated his employment with CTI, and
became the president of CTI Acquisition Corporation. Mr. Rogers continues to
serve as a member of the Board of Directors of Buffton Corporation.
Effective upon the Closing of the subject transaction, CTI changed its name
to Story Road, Inc., and CTI Acquisition Corporation changed its name to Current
Technology, Inc.
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The foregoing summary description of the certain terms of the Purchase
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement. A copy of the Purchase Agreement was filed
on February 21, 1997, on a Form 8-K. The Company agrees to furnish
supplementally a copy of any omitted Exhibit or Schedule to the Commission upon
request.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Listed below are the financial statements, proforma financial information
and exhibits, if any, filed as a part of the report.
(b) Proforma financial information required pursuant to Article 11 of
Regulation S-X are set forth in the Company's Proxy Statement for Annual Meeting
of Stockholders to be held on May 16, 1997, filed on April 23, 1997, pursuant
to Section 14(A) of the Securities Exchange Act of 1934, and such Proxy
Statement is incorporated herein by reference.
(c) Exhibits
2.1 Asset Purchase Agreement by and among Current Technology, Inc.,
Summatronix, Inc., Buffton Corporation, CTI Acquisition
Corporation, and Danaher Corporation, dated as of February 14,
1997, set forth as Exhibit 2.1 to Form 8-K dated and filed
February 19, 1997 and incorporated herein by reference.
2.2 First Amendment to Asset Purchase Agreement, dated April 16,
1997.
BUFFTON CORPORATION
Dated: July 8, 1997 By: /s/ Robert Korman
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Robert Korman, Vice President and Chief
Financial Officer
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Exhibit 2.2
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
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THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), dated
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as of April 16, 1997, is entered into by and among Current Technology, Inc., a
Delaware corporation ("CTI") Summatronix, Inc., a Delaware corporation
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("Summatronix"), Buffton Corporation, a Delaware corporation ("Buffton"), CTI
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Acquisition Corporation, a Delaware corporation ("Buyer") and Danaher
Corporation, a Delaware corporation ("Danaher").
WITNESSETH:
WHEREAS, the parties hereto have heretofore entered into that certain Asset
Purchase Agreement dated as of February 14, 1997 (the "APA"), pursuant to which
Danaher agreed to buy, and CTI agreed to sell, substantially all of the assets
of CTI; and
WHEREAS, the parties desire to amend the APA as provided herein;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are acknowledged by the parties hereto, the parties hereto agree as
follows:
1. Amendment of Section 4.1 (Closing Date). The second sentence of
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Section 4.1 of the APA is hereby amended to add the following at the end of such
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second sentence:
provided that, if the condition precedent stated in Section 4.4(a)(i)
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is satisfied during the month of May 1997, the Closing will be held on
June 3, 1997, but effective as of May 31, 1997 (the "Effective Date").
2. Amendment of Sections 1.1 and 1.3. The following is hereby added as
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Section 1.4 of the APA:
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1.4 Modification of "Closing Date". Wherever in Section 1.1 or
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Section 1.3 the words "Closing Date" appear (other than when combined
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with "Balance Sheet"), the same shall instead be read and mean:
"Closing Date (or Effective Date if the Closing is held pursuant to
the proviso at the end of the second sentence of Section 4.1)." The
parties acknowledge that CTI may continue to conduct business in the
ordinary course after the Effective Date, subject to Section 6.9(d)
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and the other provisions of this Agreement.
3. Amendment of Section 2.1(a) (Accounts Payable). Section 2.1(a) of
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the APA is hereby amended to add the following before the semi-colon at the end
of such Section:
plus any accounts payable which are incurred in the ordinary course of
business between the Closing Date and the Effective Date if the
Closing is held pursuant to the proviso at the end of the second
sentence of Section 4.1
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4. Amendment of Section 2.1(b) (Accrued Liabilities). Section 2.1(b) of
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the APA is hereby amended to insert the following after "Sheet" and before the
close of the parentheses in the second line of such Section:
plus any accrued liabilities which are incurred in the ordinary course
of business between the Closing Date and the Effective Date if the
Closing is held pursuant to the proviso at the end of the second
sentence of Section 4,1
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5. Amendment of Section 2.1 (d) (Lease Liabilities). Section 2.1 (d)
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of the APA is hereby amended to insert the following immediately after "prior to
the Closing Date" in the third line of such Section:
(plus any accrued liabilities which are incurred in the ordinary
course of business between the Closing Date and the Effective Date if
the Closing is held pursuant to the proviso at the end of the second
sentence of Section 4.1)
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6. Amendment of Section 2.1(e) (Taxes). Section 2.1(e) of the APA is
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hereby amended to add the following before the semi-colon at the end of such
Section:
and any such taxes which are incurred in the ordinary course of
business between the Closing Date and the Effective Date if the
Closing is held pursuant to the proviso at the end of the second
sentence of Section 4.1
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7. Amendment of Section 2.3. Section 2.3 of the APA is hereby amended
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to insert the following immediately after "prior to the Closing Date" and
immediately after "on or after the Closing Date":
(or as of the Effective Date if the Closing is held pursuant to the
proviso at the end of the second sentence of Section 4.1)
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8. Amendment of Section 3.3 (Adjustment of Purchase Price). The first
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sentence of Sections 3.3(a) and -(b) of the APA are hereby amended to insert the
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following immediately after "as of the Closing Date":
(or as of the Effective Date if the Closing is held pursuant to the
proviso at the end of the second sentence of Section 4.1)
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9. Addition of Section 6.9(d). The following is hereby added as Section
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6.9(d) of the APA:
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(d) Dividends after Effective Date. If the condition stated in the
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proviso at the end of the second sentence of Section 4.1 is satisfied
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and the Closing is scheduled to be held pursuant to such proviso, CTI
will not pay any dividends or make any distributions of cash or
property after the Effective Date.
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10. Amendment of Schedule 3.3(b) (Net Tangible Assets Calculation).
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Schedule 3.3(b) of the APA is hereby amended to insert the following immediately
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after "as of the Closing Date" wherever it appears:
(or as of the Effective Date if the Closing is held pursuant to the
proviso at the end of the second sentence of Section 4.1)
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11. "References to "this Agreement". On and after the date hereof, each
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reference in the APA to "this Agreement," "hereunder, " "hereof," "herein" or
words of like import referring to the APA shall mean and be a reference to the
APA (as amended by this Amendment).
12. No Other Changes. Except as specifically amended by this Amendment,
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no other changes or amendments are made or intended hereby, and the APA shall
remain in full force and effect and is hereby ratified and confirmed.
13. No Waiver. The execution, delivery and performance of this Amendment
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shall not constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of any party under the APA.
IT WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Amendment as of the date first above written.
CURRENT TECHNOLOGY, INC. BUFFTON CORPORATION
By /s/ Walter D. Rogers, Jr. By /s/ Robert H. McLean
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Walter D. Rogers, Jr. Robert H. McLean
Its: President Its: Chief Executive Officer
SUMMATRONIX, INC.
By /s/ Robert H. McLean
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Robert H. McLean
Its: President
CTI ACQUISITION CORPORATION DANAHER CORPORATION
By /s/ James H. Ditkoff By /s/ James H. Ditkoff
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James H. Ditkoff James H. Ditkoff
Its: Vice President Its: Vice President
