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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 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) June 6, 2000
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Jaco Electronics, Inc.
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(Exact name of Registrant as Specified in Charter)
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New York 000-05896 11-1978958
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
145 Oser Avenue, Hauppauge, New York 11788
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (631) 273-5500
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N/A
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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 June 6, 2000, Jaco Electronics, Inc. ("Jaco" or the "Company")
acquired all of the issued and outstanding shares of Common Stock, no par value
(the "Shares"), of Interface Electronics Corp., a Massachusetts corporation
("Interface")(the "Transaction"), from Joseph F. Oliveri and Brendan J. Perry
(the "Sellers"), pursuant to the terms of the Stock Purchase Agreement, by and
among Jaco and the Sellers, dated as of May 4, 2000, as amended on June 6, 2000
(the "Stock Purchase Agreement").
In consideration of the acquisition of the Shares, the Company paid
$15,400,000 in cash at the closing (subject to a post closing net worth
adjustment), assumed approximately 3,300,000 in bank debt, plus a deferred
payment of up to $3,960,000 (subject to adjustment), approximately one (1) year
from the anniversary of the closing (June 6, 2000) (or earlier under certain
circumstances), and a deferred payment of up to $2,640,000 (subject to
adjustment), approximately two (2) years from the anniversary of the closing (or
earlier under certain circumstances). A portion of the purchase price is held in
escrow pending the satisfaction of certain conditions and a portion was paid as
directed by Sellers to satisfy certain Sellers' obligations.
The Stock Purchase Agreement contains certain representations,
warranties, covenants (including noncompetition and nonsolicitation provisions
agreed to by the Sellers), conditions and indemnification provisions which
survive the closing.
In connection with the Transaction, Mr. Oliveri entered into an
employment agreement with Interface for a three (3) year term, pursuant to which
he will serve as Vice Chairman of the Board of Directors and Executive Vice
President of the Company. The employment agreement provides Mr. Oliveri with a
base salary of $300,000 per annum, certain employee benefits and an incentive
bonus based upon the gross profits realized by Interface from certain sales
during each twelve (12) month period during the term of his employment.
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To finance the consideration for the Transaction, the Company increased
its credit facility with its commercial banks from $30,000,000 to $50,000,000,
based principally on eligible accounts receivable and inventories of the
Company. Borrowings under the credit facility are collateralized by
substantially all of the assets of the Company.
The foregoing is merely a summary of the Transaction. A copy of the Stock
Purchase Agreement is an Exhibit hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
To be filed by amendment on Form 8-K/A not later than August 7, 2000.
(b) Pro Forma Financial Information.
To be filed by amendment on Form 8-K/A not later than August 7, 2000.
(c) Exhibits
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EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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*2.1 Stock Purchase Agreement by and among Jaco Electronics,
Inc. and All of the Stockholders of Interface Electronics
Corp. as of May 4, 2000.
2.2 Amendment No. 1 to the Stock Purchase Agreement by and
among Jaco Electronics, Inc. and All of the Stockholders of
Interface Electronics Corp. as of May 4, 2000, dated June
6, 2000.
10.16 Employment Agreement, dated June 6, 2000, between the
Registrant and Joseph Oliveri.
*99.9 Press Release dated May 9, 2000.
99.10 Press Release dated June 8, 2000.
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* Previously filed as an exhibit to Registrant's Current Report on Form 8-K,
dated May 4, 2000.
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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.
JACO ELECTRONICS, INC.
Date: June 12, 2000 By: /s/ Jeffrey Gash
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Jeffrey Gash,
Vice President-Finance
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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*2.1 Stock Purchase Agreement by and among Jaco Electronics,
Inc. and all of the Stockholders of Interface Electronics
Corp. as of May 4, 2000.
2.2 Amendment No. 1 to the Stock Purchase Agreement by and
among Jaco Electronics, Inc. and All of the Stockholders of
Interface Electronics Corp. as of May 4, 2000, dated June
6, 2000.
10.16 Employment Agreement, dated June 6, 2000, between the
Registrant and Joseph Oliveri.
*99.9 Press Release dated May 9, 2000.
99.10 Press Release dated June 8, 2000.
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* Previously filed as an exhibit to Registrant's Current Report on Form 8-K,
dated May 4, 2000.
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