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U.S. Securities and Exchange Commission
Washington, D.C. 20549
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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): OCTOBER 5, 2000
SUMMA INDUSTRIES
(Exact name of registrant as specified in its charter)
DELAWARE 1-7755 95-1240978
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification number)
21250 HAWTHORNE BOULEVARD, SUITE 500, TORRANCE, CALIFORNIA 90503
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (310) 792-7024
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 5, 2000, Summa Industries, a Delaware corporation
("Registrant"), consummated its purchase of all of the issued
and outstanding shares of Plastic Specialties, Inc., a
California corporation ("PSI"), pursuant to the terms of that
certain Stock Purchase Agreement dated October 4, 2000 (the
"Purchase Agreement") among Registrant and the individuals and
entities who were all of the shareholders of PSI
(collectively, the "Shareholders").
The aggregate purchase price paid for the shares of PSI was
approximately $11.2 million, consisting of (i) $6.3 million in
cash, and (ii) the assumption and prepayment of $4.9 million
in interest bearing indebtedness. The aggregate purchase price
was determined through negotiations between Registrant and the
Shareholders.
Registrant also offered to grant to certain management
employees of PSI (i) the right to purchase, within thirty days
following consummation of the acquisition, up to a maximum of
50,000 restricted shares of Registrant's common stock at a
recent market price, and (ii) an equal number of non-statutory
stock options to acquire Registrant's common stock at the same
recent market price, with such options to vest based on the
percentage obtained by dividing the net income of PSI after
closing by $3.0 million, or fully in nine years.
PSI is a leading manufacturer of thermoplastic lenses for the
lighting industry. PSI's products are primarily used in
fluorescent light fixtures. PSI's assets consist primarily of
real property, plant and equipment, molds, trade accounts
receivable and inventory. All of PSI's assets, which are
located in Olive Branch, Mississippi and City of Industry,
California, will be used in the on-going operations of PSI in
a manner consistent with their prior use.
The funds used for the purchase price were borrowed from
Registrant's primary lenders, led by Comerica Bank-California,
a California banking corporation ("Comerica"), pursuant to an
Amended and Restated Loan Agreement dated March 5, 1999, as
amended on April 21, 1999 and November 23, 1999 (collectively,
the "Loan Agreement"). Lender acts as the agent under the Loan
Agreement for the financial institutions that are parties
thereto.
ITEM 7. EXHIBITS.
(c) EXHIBITS.
EXHIBIT DESCRIPTION
2.1 Stock Purchase Agreement dated October 4,
2000 among Registrant and the individuals
and entities who were all of the
shareholders of PSI relating to the
purchase of PSI by Registrant.
10.1 Plastic Specialties, Inc. Acquisition
Stock Option Plan providing for the
issuance of options to purchase up to
50,000 shares of
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Registrant's common stock.
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 hereunto duly authorized.
SUMMA INDUSTRIES,
a Delaware corporation
Date: October 13, 2000 By: /s/ James R. Swartwout
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James R. Swartwout
President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Stock Purchase Agreement dated October 4, 2000 among
Registrant and the individuals and entities who were
all of the shareholders of PSI relating to the
purchase of PSI by Registrant.
10.1 Plastic Specialties, Inc. Acquisition Stock Option
Plan providing for the issuance of options to
purchase up to 50,000 shares of Registrant's common
stock.
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* Exhibit 2.1 contains listings of the schedules and/or exhibits to the exhibit
document. The registrant agrees to furnish supplementally a copy of any such
omitted schedule or exhibit to the Securities and Exchange Commission upon
request.
