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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): DECEMBER 1, 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 December 1, 2000, Ram Belts & Chains, Inc., a newly-formed Delaware
corporation and wholly-owned subsidiary of the Registrant ("Buyer"),
consummated its purchase of substantially all of the assets of the Ram
Belts & Chains division (the "Ram Business") of Rainbow Industrial
Products Corp., a Pennsylvania corporation ("Rainbow"), pursuant to
the terms of that certain Asset Purchase Agreement dated November 3,
2000 among Buyer, the Registrant, Rainbow, and Howard and Lee Beth
Miller, individuals residing in the State of Pennsylvania ("Owners").
The purchase price paid for the Ram Business assets consisted of (i)
$5.825 million in cash, (ii) a $750,000 unsecured promissory note with
an eighteen-month term and bearing interest at nine and one-half
percent (9.5%), and (iii) liabilities assumed or incurred to be
determined. The aggregate purchase price was determined through
negotiations between the Registrant and the Owners.
The Ram Business is a manufacturer of injection-molded modular plastic
conveyor belt and chain, with annual sales of approximately $6
million. The purchased assets consist primarily of equipment, molds,
trade accounts receivable, inventory and intellectual property. All of
the assets, which are primarily located in Reading, Pennsylvania, will
be used in the on-going operations of the Ram Business in a manner
consistent with their prior use.
The funds used for the purchase price were borrowed from the
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, November 23, 1999, March 16, 2000 and June 30, 2000
(collectively, the "Loan Agreement"). Comerica 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 Asset Purchase Agreement dated November 3, 2000
among the Registrant, Buyer, Rainbow and Owners
relating to the purchase of the Ram Business
assets by Buyer.
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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 hereunto duly authorized.
SUMMA INDUSTRIES,
a Delaware corporation
Date: December 6, 2000 By: /s/ James R. Swartwout
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James R. Swartwout
President
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EXHIBIT INDEX
Exhibit Description
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2.1 Asset Purchase Agreement dated November 3, 2000 among the
Registrant, Buyer, Rainbow and Owners relating to the purchase of
the Ram Business assets by Buyer.
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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.
