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
May 25, 1999
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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 5. Other Events
On May 25, 1999, the Registrant issued a press release announcing
the termination of its merger agreement with ACS Electronics, Ltd.
The full text of the press release is set forth in Exhibit 99
attached hereto and is incorporated in this Report as if fully set
forth herein.
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 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.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
News Release dated May 25, 1999 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)
May 25, 1999 /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
ACS Electronics, Ltd. Terminates Merger with Technology 80 Inc.
Minneapolis, Minnesota; May 25, 1999: ACS Electronics, Ltd. terminated its
agreement to acquire Technology 80 Inc. today, claiming a material adverse
change in Technology 80's business in recent months. Technology 80 believes
that there has not been a material adverse change, but does not intend to
dispute ACS's termination of the merger agreement. ACS is obligated to pay
Technology 80 a termination fee of $50,000 to cover a portion of Technology 80's
expenses associated with the proposed transaction. The parties intend to
continue discussions regarding a potential business relationship.
Technology 80 Inc. shareholders were scheduled to vote on the merger at a
special meeting scheduled for 10:00 a.m. this morning. Technology 80 and ACS
previously disclosed their intentions to close the proposed merger transaction
on or before May 30, 1999. Under the terms of the agreement, Technology 80 Inc.
shareholders were to receive $5.40 per share in cash and Technology 80 Inc.
was to become a subsidiary of ACS Electronics, Ltd.
Technology 80 Inc. previously distributed a Proxy Statement to its shareholders
describing the proposed transaction and filed the Proxy Statement with the U.S.
Securities and Exchange Commission.
