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UNITED STATES
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 6, 2000
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Sentex Sensing Technology, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 0-13328 22-2333899
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1801 East Ninth Street, Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 687-9133
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(Former name or former address, if changed since last report.)
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SENTEX SENSING TECHNOLOGY, INC.
Current Report on Form 8-K
ITEM 2. ACQUISITIONS OR DISPOSITIONS OF ASSETS.
On July 6, 2000, Sentex Sensing Technology, Inc. (the "Registrant") sold
substantially all of its Monitek and Monitek GmbH assets to Metrisa for cash,
notes, the assumption of selected liabilities and Metrisa common stock. No
dividends or distributions will be available to make payments to the
shareholders resulting from the sale. Monitek manufactures a wide range of
environmental and process control instrumentation to monitor and analyze fluids
of all types. Metrisa makes scientific and process control equipment for markets
worldwide.
At the closing, Metrisa issued 160,000 shares of Metrisa common stock to the
Registrant and paid the Registrant $1,265,000 for substantially all the assets
of Monitek and Monitek GmbH, which was based on the estimated net book value of
certain assets of those companies at July 1, 2000. The payment of the non-stock
consideration was made by the assumption of various liabilities of Monitek and
Monitek GmbH in the approximate amount of $272,000, payment in cash of
approximately $500,000, reduced by $50,000 reflecting the amount of cash Metrisa
advanced to the Registrant prior to closing, and delivery of a promissory note
in the amount of approximately $493,000. A final adjustment to the purchase
price will be made 45 days after closing. Any adjustments will be made to the
amount of the promissory note.
For a period of five years following the closing date, Metrisa and
Metrisa GmbH will pay Monitek, on a monthly basis, a royalty on the amounts
received from the United States Department of Defense by Metrisa or Metrisa GmbH
from the sale of acoustic products of Monitek for measurement of water in jet
fuel, net of discounts and returns and uncollectible accounts. The amount of the
royalty is as follows:
Calendar Year Royalty Percentage
2000 10% of gross revenues in excess of $250,000
2001 8% of gross revenues in excess of $500,000
2002 6% of gross revenues in excess of $500,000
2003 4% of gross revenues in excess of $500,000
2004 2% of gross revenues in excess of $500,000
There is currently no agreement with the United States Department of Defense and
no assurance can be made that Metrisa will make any sales to the United States
Department of Defense.
Prior to the closing, the operation of Monitek and Monitek GmbH
contributed substantially all of the Registrant's total revenues and constitute
substantially all of the Registrant's total assets. Accordingly, the
Registrant's operations currently substantially consist of settling its
liabilities and managing and holding Metrisa shares and promissory notes. The
Registrant may purchase additional assets in other lines of business, which at
this time have not been determined. No assurance can be given that the
Registrant will be able to acquire other lines of business.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION & EXHIBITS.
(a) None required.
(b) Any proforma financial statements that are required to be
filed in connection with this Current Report will be filed
within 60 days of July 21, 2000.
(c) Exhibits
2.1 The Asset Purchase Agreement, dated as of March 14, 2000, by and
among Metrisa, Inc., a Delaware corporation, Metrisa GmbH a German company and a
wholly owned subsidiary of Metrisa, Sentex, Monitek Technologies, Inc., a
Delaware corporation and a wholly owned subsidiary of Sentex, Monitek GmbH, a
German company and a wholly owned subsidiary of Monitek, and, solely with
respect to certain provisions, CPS Capital Ltd., an Ohio limited liability
company, pursuant to which Monitek and Monitek GmbH will sell substantially all
of their assets to Metrisa and Metrisa GmbH.(1)
(1) Included as Appendix A to the Definitive Proxy Statement filed on Schedule
14A and filed with the Commission on June 2, 2000.
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SENTEX SENSING TECHNOLOGY, INC.
By:/s/ Robert S. Kendall
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Robert S. Kendall, Chairman
and President
Date: July 17, 2000
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