SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
December 11, 1998
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Date of report (date of earliest event reported)
Technology 80 Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 0-13870 41-1373380
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(State or other (Commission I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
658 Mendelssohn Avenue North, Minneapolis MN 55427
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(Address of principal executive offices) (Zip Code)
(612) 542-9545
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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.)
Item 2. Acquisition or Disposition of Assets
Technology 80 Inc. announced on December 11, 1998 that it has signed a letter
of intent to sell the company to ACS Electronics Ltd., Migdal Ha'emek,
Israel, a developer of proprietary software and advanced electronics for the
production of universal, fully digital motion control products.
Technology 80 Inc. shareholders will receive approximately $5.25 to $5.75 per
share based upon a sales formula for the months of November 1998,
December 1998 and January 1999. The exact price will not be determined until
the closing, which is expected to be in the first quarter of 1999. Other
factors determining the final closing price would be the closing value of the
company's portfolio, customary expenses for the merger and earnings for the
months until closing. The closing is pending financing, approval of Technology
80 Inc. shareholders and final regulatory approval.
Statements included in this Form 8-K, in future filings with the Securities
and Exchange Commission and oral statements made with the approval of
authorized executive officers, if the statements are not historical or
current facts, should be considered "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those prsently anticipated or projected.
Technology 80 Inc. wishes to caution the reader not to place undue reliance
on any such forward-looking statements, which speak only as of the date made.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Ex-99 - News Release dated December 11, 1998 follows signature page.
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.
Technology 80 Inc.
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(Registrant)
December 22, 1998 /s/ Duane Markus
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(Date) Duane Markus, President, CEO
FOR IMMEDIATE RELEASE
Contact: Duane Markus, CEO, Technology 80 Inc. 612-542-9545
Ze'ev Kirshenboim, CEO, ACS Electronics Ltd., Israel 972-6-6546-440
Technology 80 Inc.(TKAT) Signs Letter of Intent with ACS Electronics Ltd.(ACSEF)
Minneapolis, MN, December 11, 1998. - Technology 80 Inc., a world leader in
motion control products, announced today that it has signed a letter of
intent to sell the company to ACS Electronics Ltd., Migdal Ha'emek, Israel,
a developer of proprietary software and advanced electronics for the
production of universal, fully digital motion control products. Technology
80 Inc. shareholders will receive approximately $5.25 to $5.75 per share
based upon a sales formula for the months of November 1998, December 1998 and
January 1999. The exact price will not be determined until the closing. Other
factors determining the final closing price would be the closing value of the
company's portfolio, customary expenses for the merger and earnings for the
months until closing. The closing is pending financing, approval of Technology
80 Inc. shareholders and final regulatory approval.
"Tech 80 and ACS are a good fit. Our product lines compliment each other.
I believe it is a good move for our shareholders and our employees." according
to Duane Markus, CEO, Technology 80 Inc.
Technology 80 Inc. is a leading provider of board-level servo and stepper
motion controllers and encoder interfaces that feature industry standard bus
structures and extensive software libraries.
ACS Electronics Ltd. develops and markets advanced, highly automated motion
control products that provide automated systems with the ability to move
accurately, quickly and in accordance with the needs of a specific application.
Statements included in this press release, in future filings with the Securities
and Exchange Commission and oral statements made with the approval of authorized
executive officers, if the statements are not historical or current facts,
should be considered "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. Technology 80 Inc. wishes to caution the reader not
to place undue reliance on any such forward-looking statements, which speak only
as of the date made.
