SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) March 20, 1998
MICROENERGY, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 0-12595 36-3262274
(State of Incorporation) (Commision File (IRS Employer
Number) Identification No.)
350 Randy Road, Carol Stream, Illinois 60188
(Address of principal executive offices)
(630) 653-5900
Registrant's Telephone Number
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Item 2. DISPOSITION OF ASSETS
On March 20, 1998, the registrant completed the sale of its
wholly-owned subsidiary, Tru-Way, Inc. ("Tru-Way"). Tru-Way is
engaged in the business of metal fabrication, although it
currently has only two customers of cosequence, one of which is
the Registrant. The reason for the sale was the Registrant's
need to reduce the amount of debt on its balance sheet.
The purchasers of tru-way were the Gatza Family Limited
Partnership, the beneficiaries of which are members of the family
of the Registrant's Chief Executive Officer, Sandra Fanella, who
is the wife of the Registrant's Chief Financial Officer, and Bill
and Arleen Florence. Bill Florence is the General Manager of
Tru-Way.
The sale was effected in two steps: the sale by Tru-Way of
capital stock to the purchasers, and the subsequent redemption of
the capital stock owned by the Registrant. The consideration
given to the Registrant by Tru-Way for its stock was provided by
the purchasers. The consideration consisted of $200,000 in cash
and relief from liability for approximately $515,000 of debt.
The amount of the consideration was based on an evaluation report
purchased by the Registrant from Heartland Business Brokers. The
report valued the business of Tru-Way at $680,000, without making
any discount by reason of the fact that Tru-Way has only two
customers.
EXHIBITS
1. Capital Stock Redemption Agreement dated March 20,
1998.
2. Pro Forma Financial statements- to be filed by
amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act pof 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
MICROENERGY, INC.
Dated: April 20, 1998 By: Robert J. Fanella
Robert J. Fanella
Chief Financial Officer
<PAGE>
EXHIBIT 1
CAPITAL STOCK REDEMPTION AGREEMENT
This CAPITAL STOCK REDEMPTION AGREEMENT ("AGREEMENT"), effective
as of the 20th day of March, 1998, by and between MicroEnergy,
Inc., ("MEI")a corporation organized and existing under the laws
of the state of Delaware, and Tru-Way, Inc ("TWI"), a corporation
organized and existing under the laws of the state of Illinois.
MEI owns all the issued and outstanding shares of capital stock
of TWI ("SHARES"), prior to the sale of 1000 shares of capital
stock of TWI as evidenced by the Stock Purchase Agreement,
incorporated herein by reference attached hereto as Exhibit 1.
MEI's Board of Directors after reviewing several alternatives,
determined that it is in the best interest of MEI to redeem its
stock ownership in TWI. At a Board of Director's meeting of MEI,
held March 12, 1998, the board decided to divest itself of its
ownership position in TWI. Minutes of that meeting are attached,
as Exhibit 2, and incorporated herein by reference.
NOW, THEREFORE, in consideration of the premises and the
respective representations, warranties, covenant, agreements, and
indemnities herein contained, MEI and TWI hereto agree as
follows:
At Closing as defined in this AGREEMENT MEI shall redeem its
SHARES in TWI. The Closing Date ("Closing") shall be on March 20,
1998 at a place and time acceptable to MEI and TWI.
TWI shall pay to MEI consideration for the redemption of the
SHARES the aggregate price of $200,000, and shall provide for the
release of MEI's guaranty of any TWI debt to any third party,
currently in the approximate range of $515,000.
All debts of TWI to MEI, and MEI to TWI shall be forgiven prior
to the Closing.
TWI shall pay to MEI by cash or check payable to MEI, $200,000 at
Closing.
Concurrent with the redemption of the SHARES, TWI shall deliver
to MEI the payment described above, and shall deliver to MEI such
releases as may be necessary to relieve Seller of any TWI debt or
obligation to any third party.
MEI represents and warrants that MEI owns the Shares of record
beneficially, free and clear of any liens, claims, encumbrances,
or restrictions. MEI has good and marketable title to the SHARES
and has, and at the Closing shall have, the absolute right,
power, and capacity to redeem the SHARES.
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MEI represents and warrants that MEI is a corporation duly
organized, validly existing, and in good standing under the laws
of the State of Delaware with full power and authority to conduct
business.
TWI represents and warrants that TWI is a corporation duly
organized, validly existing, and in good standing under the laws
of the State of Illinois with full power and authority to conduct
business.
All representations, covenants, agreements, and warranties made
by MEI or TWI hereunder or pursuant hereto shall survive the
effective date.
IN WITNESS WHEREOF, the parties hereto have caused this agreement
to be duly executed as of the date indicated herein.
MicroEnergy, Inc.
By:
its CFO, and Director
Tru-Way, Inc.
By:
its Chairman
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