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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): August 2, 2000
GENERAL AUTOMATION, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-5260 95-248811
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
17731 Mitchell North, Irvine, California 92614
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 250-4800
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 2, 2000, General Automation, Inc. ("GA") sold its line of
Pick-based database management products and related assets to Pick Systems for
$2,500,000 in cash, a Promissory Note in the principal amount of $500,000 (the
"Note"), and royalties in an amount equal to 20% of certain sales made by Pick
Systems during the twenty-four month period commencing August 1, 2000. The Note
does not bear interest and is due and payable in full on December 31, 2000.
Concurrently with the consummation of this transaction, royalties owed to
Pick Systems by GA in the aggregate amount of $1,284,000 were also extinguished.
The assets sold to Pick Systems consisted of (a) the line of products
previously sold by GA under the names R83, R91, Mentor Operating Environment
(MOE), Mentor PC/OS, mvBase, mvEnterprise, mvPRO, Sequoia PICK, Sequoia PRO,
PICK O/A, CIE PICK and PICK64+; (b) all intellectual property unique to those
products, including trademarks; (c) the service contracts related to those
products; (d) all accounts receivable derived from service contracts pertaining
to those products, and (e) certain other related assets.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The pro forma financial information required by paragraph (b) of Item 7
will be filed by amendment to this Report on Form 8-K, which GA anticipates will
be filed on or about September 29, 2000.
The following Exhibits are filed with this Report on Form 8-K and are
incorporated herein by this reference:
Exhibit Description
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10.1 Asset Purchase Agreement dated August 2, 2000 entered into by
GA and Pick Systems
10.2 Secured Promissory Note in the original principal amount of
$500,000 payable by Pick Systems to GA
10.3 Security Agreement dated August 2, 2000 entered into by GA and
Pick Systems
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SIGNATURE
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.
August 14, 2000 GENERAL AUTOMATION, INC.
By: /s/ Richard H. Nance
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Richard H. Nance
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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10.1 Asset Purchase Agreement dated August 2, 2000 entered into by
GA and Pick Systems
10.2 Secured Promissory Note in the original principal amount of
$500,000 payable by Pick Systems to GA
10.3 Security Agreement dated August 2, 2000 entered into by GA and
Pick Systems
