SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
29 December 1999
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Date of report (Date of earliest event reported)
Spire Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-12742 04-2457335
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(Commission File Number) (I.R.S. Employer Identification No.)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of Principal Executive Offices) (Zip Code)
(781) 275-6000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
-------------------------------------
(a) On December 29, 1999 Spire Corporation (the "Company") consummated the
sale of substantially all the assets of its optoelectronics business
segment ("Spire Optoelectronics") for $12,950,000 in cash to Methode
Massachusetts, LLC ("Buyer"), a wholly owned subsidiary of Methode
Electronics, Inc.
The assets of Spire Optoelectronics acquired by Buyer included the
following:
Machinery and equipment and other fixed assets;
Inventory and other current assets;
Certain contract and other rights;
Certain proprietary rights; and
Certain other assets.
The assets of Spire Optoelectronics acquired by Buyer did not include the
following:
Cash;
Accounts receivable;
Government contracts; and
Rights to use the "Spire" trade name or trademark.
Buyer assumed the following liabilities of Spire Optoelectronics:
Commercial obligations under certain executory contracts;
Approximately $77,000 of customer advances received by the Company
in the ordinary course of business; and
Up to two weeks of accrued vacation for each employee of Spire
Optoelectronics hired by Buyer.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial Statements of Business as Acquired: Not applicable.
(b) Pro Forma Financial Information: Filed herewith.
(c) Exhibits:
1. Asset Purchase Agreement dated as of November 18, 1999 by and among
Methode Electronics, Inc., Methode Massachusetts, Inc. and Spire
Corporation.
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.
SPIRE CORPORATION
(Registrant)
Date: 15 February 2000 By: /s/ Roger G. Little
------------------ -----------------------
Roger G. Little
President & Chief Executive Officer
<PAGE>
PRO FORMA COMBINED FINANCIAL INFORMATION
The unaudited Pro Forma Combined Statement of Operations of Spire
Corporation and subsidiary for the nine months ended September 30, 1999 and the
fiscal year ended December 31, 1998 presents the pro forma combined results of
operations of Spire Corporation, assuming that the transaction contemplated by
the Company in connection with the sale of substantially all of the assets of
its Optoelectronics business, had been completed as of January 1, 1999 and
January 1, 1998, respectively and includes all material adjustments necessary to
restate Spire Corporation's historical results. The adjustments required to
reflect such transaction are set forth in the "Pro Forma Adjustments" column.
The unaudited Pro Forma Combined Balance Sheet of Spire Corporation and
subsidiary of September 30, 1999 presents the pro forma combined financial
position of Spire Corporation and subsidiary, assuming that the transaction
contemplated by the sale described in the preceding paragraph had been completed
as of 31 December 1998. The adjustments required to reflect such transaction are
set forth in the "Pro Forma Adjustments" column.
The unaudited pro forma combined financial statements of Spire Corporation
and subsidiary should be read in conjunction with the historical financial
statements and related notes of the Company on page five of this document. The
unaudited pro forma combined financial information presented is for
informational purposes only and may not necessarily reflect future results of
operations or financial position of Spire Corporation and subsidiary or what the
results of operations or financial position of Spire Corporation and subsidiary
would actually have been had Spire Corporation and subsidiary completed the sale
of the assets of its Optoelectronics business during the periods shown. See Form
8-K filed January 13, 2000.
<PAGE>
SPIRE CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE><CAPTION>
Pro Forma
Historical Adjustments Pro Forma
============ ============ ============
<S> <C> <C> <C>
Net sales and revenues
- ----------------------
Contract research, service and license revenues $ 6,999,614 $ (861,547)(b) $ 6,138,067
Sales of manufacturing equipment 2,221,708 -- 2,221,708
------------ ------------ ------------
Total sales and revenues 9,221,322 (861,547) 8,359,775
------------ ------------ ------------
Costs and expenses
- ------------------
Cost of contract research, services and licenses 5,431,079 (740,732)(c) 4,690,347
Cost of manufacturing equipment 1,904,953 -- 1,904,953
Selling, general and administrative expenses 3,373,433 (176,972)(d) 3,196,461
Other operating charges -- -- --
------------ ------------ ------------
Total costs and expenses 10,709,465 (917,704) 9,791,761
------------ ------------ ------------
Earnings (loss) from operations (1,488,142) 56,157 (1,431,985)
- -------------------------------
Other income -- 10,371,305(a) 10,371,305
Interest income (expense), net (81,421) 81,421(e) --
------------ ------------ ------------
Earnings (loss) before income taxes (1,569,564) 10,508,883 8,939,320
Income tax expense -- 1,434,031(f) 1,434,031
------------ ------------ ------------
Net earnings (loss) $ (1,569,564) $ 9,074,852 $ 7,505,289
- ------------------- ============ ============ ============
Earnings (loss) per share of common stock $ (0.48) $ 2.79 $ 2.31
- ----------------------------------------- ============ ============ ============
Weighted average number of common and
common equivalent shares outstanding 3,244,266 -- 3,244,261
============ ============ ============
</TABLE>
See accompanying notes to Unaudited Pro Forma Combined Financial Information.
<PAGE>
SPIRE CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
<TABLE><CAPTION>
Pro Forma
Historical Adjustments Pro Forma
============ ============ ============
<S> <C> <C> <C>
Net sales and revenues
- ----------------------
Contract research, service and license revenues $ 10,924,062 $ (1,387,021)(b) $ 9,537,041
Sales of manufacturing equipment 3,219,181 -- 3,219,181
------------ ------------ ------------
Total sales and revenues 14,143,243 (1,387,021) 12,756,222
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Costs and expenses
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Cost of contract research, services and licenses 8,102,075 (1,491,515)(c) 6,610,560
Cost of manufacturing equipment 3,106,948 -- 3,106,948
Selling, general and administrative expenses 5,146,930 (351,572)(d) 4,795,358
Other operating charges 1,243,989 -- 1,243,989
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Total costs and expenses 17,599,942 (1,840,087) 15,759,855
------------ ------------ ------------
Earnings (loss) from operations (3,456,699) 453,066 (3,003,633)
- -------------------------------
Other income -- 10,371,305(a) 10,371,305
Interest income (expense), net 4,005 19,000(e) 23,005
------------ ------------ ------------
Earnings (loss) before income taxes (3,452,694) 10,843,371 7,390,677
Income tax expense 358,578 1,434,031(f) 1,792,609
------------ ------------ ------------
Net earnings (loss) $ (3,811,272) $ 9,409,340 $ 5,598,068
- ------------------- ============ ============ ============
Earning (loss) per share of common stock $ (1.18) $ 2.91 $ 1.73
- ---------------------------------------- ============ ============ ============
Weighted average number of common and
common equivalent shares outstanding 3,235,271 -- 3,235,271
============ ============ ============
</TABLE>
See accompanying notes to Unaudited Pro Forma Combined Financial Information.
<PAGE>
SPIRE CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1999
<TABLE><CAPTION>
Pro Forma
Historical Adjustments Pro Forma
============ ============ ============
<S> <C> <C> <C>
ASSETS
Current assets
- --------------
Cash and cash equivalents $ 333,422 $ 11,256,846(g) $ 11,590,268
Accounts receivable, net 3,094,388 -- 3,094,388
Inventories 1,908,550 (76,782)(h) 1,831,768
Prepaid expenses and other current assets 301,286 -- 301,286
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Total current assets 5,637,646 -- 16,817,310
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Property and equipment, net 4,441,049 (2,018,363)(h) 2,422,686
------------ ------------ ------------
Other assets 272,180 (106,956)(h) 165,224
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$ 10,350,875 $ 9,054,745 $ 19,405,620
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
- -------------------
Accounts payable $ 1,751,529 $ -- $ 1,751,529
Accrued liabilities 944,737 -- 944,737
Notes payable 1,316,560 (1,316,560)(i) --
Tax liability -- 1,434,031(j) 1,434,031
Advances on contracts in progress 1,484,406 -- 1,484,406
------------ ------------ ------------
Total current liabilities 5,497,231 117,471 5,614,702
------------ ------------ ------------
Stockholders' equity
- --------------------
Common stock, $.01 par value; shares
authorized 20,000,000; issued 3,797,176
shares in 1999 37,972 -- 37,972
Additional paid-in capital 9,783,769 -- 9,783,769
Retained earnings (deficit) (3,748,408) 8,937,234(k) 5,188,866
------------ ------------ ------------
6,073,333 8,937,274 15,010,607
Treasury stock at cost, 552,160 shares (1,219,688) -- (1,219,688)
------------ ------------ ------------
Total stockholders' equity 4,853,644 -- 13,790,919
------------ ------------ ------------
$ 10,350,875 $ 8,937,274 $ 19,405,620
============ ============ ============
</TABLE>
See accompanying notes to Unaudited Pro Forma Combined Financial Information.
<PAGE>
NOTES TO UNAUDITED PRO FORMA
COMBINED FINANCIAL INFORMATION
(a) To record the gain on the sale of the assets of Spire's Optoelectronics
business as though the transaction happened on January 1, 1999 for the
nine months ended September 30, 1999, and on January 1, 1998 for the year
ended December 31, 1998.
(b) To record the estimated reduction in service revenues that would have
resulted from the sale of the assets of Spire's Optoelectronics business
on January 1, 1999 for the nine months ended September 30, 1999, and
January 1, 1998 for the year ended December 31, 1998.
(c) To record the estimated reduction in cost of sales attributable to the
reduction in service revenues described in entry (b) above.
(d) To record the estimated reduction in selling, general and administrative
expenses that would have resulted from the sale of the assets of Spire's
Optoelectronics business on January 1, 1999 for the nine months ended
September 30, 1999, and January 1, 1998 for the year ended December 31,
1998. As a result of the sale of the Optoelectronics business, the Company
would have incurred lower selling and marketing and administrative labor
costs.
(e) To record the estimated reduction in interest expense, assuming the
proceeds from the transaction were utilized to pay in full the outstanding
note payable balances during the periods presented.
(f) To record income tax expense attributable to the gain on the sale of the
assets of Spire's Optoelectronics business. This income tax expense amount
is reduced by utilization of available net operating loss carryforwards
and general business credits that were fully reserved in the historical
financial statements of the Company.
(g) To record the net cash proceeds received from the sale of the assets of
Spire's Optoelectronics business. A portion of the cash proceeds received
from this transaction was used to repay amounts outstanding under the
Company's notes payable agreement (see (i) below).
(h) To record the reduction in specific asset categories related to the sale
of the assets of Spire's Optoelectronics business.
(i) To record the repayment of amounts outstanding under the Company's notes
payable agreement using a portion of the proceeds received from the sale
of the assets of Spire's Optoelectronics business.
(j) To record amount of income taxes payable related to entry (f), above.
(k) To record the reduction in the accumulated deficit/increase in retained
earnings related to the net gain on the sale of the assets of Spire's
Optoelectronics business.
