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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 AND EXCHANGE ACT OF 1934
DATE OF REPORT - JULY 2, 1998
AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-6354 95-2588080
(State of Incorporation) (Commission File No.) (IRS Employer No.)
4695 MACARTHUR COURT, NEWPORT BEACH, CALIFORNIA 90242
(Address of principal executive offices) (Zip Code)
(949) 260-1200
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
American Vanguard announced, on June 15, 1998, that Amvac Chemical
Corporation, a wholly-owned subsidiary, signed an agreement to acquire the
rights, title and interest in the U.S. Dibrom insecticide business of Valent USA
Corporation ("Seller"), a wholly-owned subsidiary of Sumitomo Chemical Company,
Limited. The acquisition is pursuant to the terms and conditions of an Asset
Purchase Agreement dated June 12, 1998. The Company will acquire certain assets
and take over the marketing of the products on November 2, 1998, the closing
date.
The acquired assets consists of the following:
1. The Dibrom(R), Legion(R), and Trumpet(R) trademarks and
associated goodwill, subject to certain third party rights to
the Dibrom(R) trademark.
2. Seller's Naled registrations and the data filed with the United
States Environmental Protection Agency ("EPA") and state
regulatory agencies to support such registrations and other
supporting data including but not limited to (i) primary
federal, state and local technical and end use registrations
with respect to Naled Technical for commercial uses; plus (ii)
all such registrations thereafter developed by Seller up to the
closing date, excepting therefrom certain registrations related
to third party rights.
3. Customer lists, marketing programs and sales information for at
minimum, three years preceding the closing date.
4. Seller's Dibrom(R), Legion(R), and Trumpet(R), resource books,
technical product guides and other promotional and technical
literature and other intellectual property.
5. All inventory of finished products and related supplies.
6. Pending orders and returnable containers
The purchase price, which was negotiated on an arms-length basis between
the
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parties, is the sum of $6 million, subject to certain reductions should the EPA
cancel a particular use or uses or place volume limits on product sold for a
particular use or uses, plus royalty payments. The $6 million purchase price
will be paid in accordance with certain payment terms which extend through
December 31, 2001. The royalty payments are for Products sold only in the United
States during the calendar years 2002, 2003 and 2004 and are paid yearly.
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.
AMERICAN VANGUARD CORPORATION
DATE: July 2, 1998 BY: /s/ J. A. Barry
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Senior Vice President
Chief Financial Officer
