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): July 23, 1999.
NETWORKS ELECTRONIC CORP.
(Exact Name of Registrant as Specified in Charter)
California 0-1817 95-1770469
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9750 DeSoto Avenue
Chatsworth, California 91311
(Address of Principal Executive Offices)
(818) 341-0440
(Registrant's Telephone Number)
None
(Former Name of Registrant)
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ITEM 5. OTHER INFORMATION
(a) Reference is made to the press release of the Company issued on July
23, 1999 which contains the information meeting the requirements of this Item 5
and is incorporated herein by this reference. A copy of this press release is
attached to this Form 8-K as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release.
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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.
July 26, 1999 NETWORKS ELECTRONIC CORP.
By: /s/ ROB SCHEARIN
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Rob Schearin
Vice President
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EXHIBIT INDEX
EXHIBITS
99.1 Press Release
July 23, 1999, Friday
NETWORKS ELECTRONIC CORP. ANNOUNCES AGREEMENT TO SELL COMPANY TO GWB (USA),
INC. FOR $7.50 PER SHARE
Chatsworth California.
Networks Electronic Corp. (OTC:NWRK) today announced that it has signed a
definitive merger agreement with an affiliate of GWB (USA), Inc. for the
acquisition of Networks Electronic Corp. in a cash merger transaction. Under
the terms of the merger agreement, which was unanimously approved by a
special committee of the Board of Directors and was approved by the full
Board of Directors of Networks Electronic Corp., an affiliate of GWB (USA),
Inc. will merge with Networks Electronic Corp. in a transaction in which
Networks Electronic Corp. shareholders will receive consideration of $7.50
per share in cash.
David Wachtel, Chairman and Chief Executive Officer of Networks Electronic
Corp., said, "We have devoted substantial time and energy to maximizing value to
our shareholders following the court determination that our largest shareholder,
the Mihai Patrichi Trust would be required to sell its interest in Networks. We
are extremely pleased to have reached a definitive agreement with the GWB Group.
The overall value of the proposed merger reflects favorably upon the hard work
of its employees in generating significant EPS growth over the last three years"
GWB (USA) is the U.S. arm of Gartland Whalley and Barker plc, a U.K. publicly
traded company listed on the Alternative Investment Market (AIM) that focuses on
developing industrial businesses. GWB currently has three publicly traded
affiliates in the UK that principally manufacture industrial products for
numerous industries, including aerospace, telecommunications and household
construction and improvement, and GWB has acquired several industrial businesses
in the United States in an effort to repeat its successful UK model. Bryan
Clarke, President of GWB (USA), said, "GWB is tremendously pleased to be making
an investment in such a profitable and growing business that fits very well with
existing businesses owned by us and others that are being considered to form a
group of specialized component manufacturers. We are looking forward to working
with Networks' management team and building on the successful model that they
have developed."
GWB does not anticipate any significant changes in management or in the nature
or location of Networks' operations. Consummation of the merger is subject to
satisfaction of various conditions including (i) approval of the transaction by
the shareholders of Networks, (ii) GWB arranging financing for the acquisition,
and (iii) court approval of the sale by the Mihai Patrichi Trust to the buyer of
its interest in Networks.
The Mihai Patrichi Trust, and certain other shareholders who collectively hold
approximately 53% of the outstanding shares of Networks have agreed to sell
their interest to GWB at the same price as is payable to all other shareholders
upon the closing of the merger and to cooperate with GWB to effect consummation
of the merger. It is expected that if all closing conditions are satisfied the
closing of the transaction will occur within 3 months.
The Seidler Companies served as financial advisors to Networks.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements are subject to significant risks and
uncertainties that may cause results to vary from expectations. Such factors
include: the possibility of adverse changes in the markets the companies serve;
substantial delay in the expected closing of the merger, including risks that
shareholder approval will not be obtained; unexpected costs in connection with
the merger, including diversion of management time; risks relating to the
ability of GWB to obtain financing for the merger, risks involved in retaining
and motivating key personnel pending the merger, potential fluctuations in
operating results and other adverse results of failure of the merger to close;
and other risks and uncertainties regarding the operations of the company are
described in Networks' most recent report on Form 10-K and 10-Q filed with the
SEC.
CONTACT:
Carol Hummel, Investor Relations Networks Electronic Corp.
Ph: 818-341-0440 Ext 218
Derick Marsh, Executive Vice President, GWB (USA), Inc. Ph. 770/395-2970.
