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U.S. 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): July 27, 2000
NAPCO SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-10004 11-2277818
(State of other jurisdiction (Commission (I.R.S.
of incorporation File Number) Employer
Identification No.)
333 BAYVIEW AVE.
AMITYVILLE, NY 11701
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (516) 842-9400
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Acquisition
On July 27, 2000, Napco Security Systems, Inc. (the "Company") through
a subsidiary, pursuant to an Asset Purchase Agreement dated July 2000 with
Continental Instruments LLC ("CIL") of Edgewood, New York, acquired
substantially all of the assets of CIL for consideration consisting of cash and
deferred payments as described in the Asset Purchase Agreement. A copy of the
Asset Purchase Agreement is filed as an exhibit hereto. This summary
description of the terms and conditions of such agreement does not purport to
be complete and is qualified in its entirety by reference to the Asset Purchase
Agreement, which is incorporated herein by reference.
The CIL business involves the manufacturing and distribution of access
control and security management systems. The Company plans to continue to use
the equipment and other physical property acquired in the Company's access
control business.
The acquisition was financed by a loan from the Company's primary
lender. The loan is secured by a mortgage, guaranties and other collateral. The
amendment to the loan and security agreement is filed as an exhibit hereto.
* * *
This current report on Form 8-K contains forward-looking statements
that involve risks and uncertainties. Actual results may differ from the
results discussed in the forward-looking statements due to many factors
including, without limitation, the unanticipated loss of business from major
customers and/or additional business from existing or new customers.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Financial statements required by this item will be filed within sixty
(60) days after the date the initial report on Form 8-K must be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
Financial statements required by this item will be filed within sixty
(60) days after the date the initial report on Form 8-K must be filed.
(c) EXHIBITS.
Exhibit 2.1 Asset Purchase Agreement (1)
Exhibit 10.U Amendment No. 4 to Loan and Security Agreement
Exhibit 99.1 Press Release dated July 27, 2000
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(1) The schedules and exhibits have been omitted and will be furnished by the
Company upon request of the Commission.
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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.
NAPCO SECURITY SYSTEMS, INC.
Date: August 11, 2000 By: /s/ Richard Soloway
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Richard Soloway
Chairman, President and
Chief Executive Officer
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