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): December 26, 2000
VENTURIAN CORP.
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(Exact Name of Registrant as Specified in Charter)
Minnesota 0-12117 41-1460782
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
11111 Excelsior Boulevard, Hopkins MN 55343
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (952) 931-2500
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On December 26, 2000, Venturian Corp. issued the following press release:
Venturian Corp. Receives Proposal to Purchase Outstanding Shares
Led by Venturian Chairman & CEO Gary B. Rappaport,
Proposal Would Make
Venturian a Privately Held Company
HOPKINS, MINN., Dec. 26 /PRNewswire/ -- Venturian Corp. (Nasdaq: VENT) today
announced that its Board of Directors has received a proposal from a Stockholder
Group headed by Gary B. Rappaport, Venturian's Chairman and Chief Executive
Officer. The proposal outlines terms under which the group would take the
company private by acquiring those outstanding shares of Venturian it does not
already control at a price of $3 per share.
In addition to Rappaport, the Stockholder Group includes Jon Kutler and entities
which he controls, J. Stephen Schmidt, Charles Langevin and Melissa Rappaport,
all directors of Venturian Corp. The Stockholder Group currently controls about
41 percent of Venturian's approximately 1.3 million outstanding shares of common
stock.
The proposed transaction is subject to negotiation of a definitive agreement and
the approvals of the Company's Board of Directors, a special committee of
independent directors, and a majority of the Company's stockholders.
Consummation of the proposed transaction would also be subject to the receipt by
the special independent committee of a fairness opinion from its financial
advisor, and the satisfaction of any applicable federal or state regulatory
requirements. There are no financing contingencies in the proposed transaction,
though the offer may be withdrawn if shareholders of more than 10% of the
outstanding common stock of the Company assert dissenter's rights. Venturian
common stock closed today at $1 5/8.
Venturian Corp., through its wholly-owned subsidiary, Napco International Inc.,
manufactures and supplies a wide variety of defense-related products to
governments and commercial customers around the world.
Forward-looking statements contained in this press release are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. There are certain important factors that could cause results to differ
materially from those anticipated by the statements made herein. Reference is
made to the Company's 1999 Annual Report to Shareholders, which is incorporated
herein by reference, for a fuller description of certain of such factors.
For more information, contact Robert Bauer of BlueFire Partners, 612-344-1016,
for Venturian Corporation, or Gary B. Rappaport, CEO of Venturian Corporation,
612-931-2420.
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/CONTACT: Robert Bauer of BlueFire Partners, 612-344-1016, for Venturian
Corporation or Gary B. Rappaport, CEO of Venturian Corporation, 612-931-2420/
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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 thereunto duly authorized.
Date: January 3, 2001 VENTURIAN CORP.
By /s/ Mary F. Jensen
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Mary F. Jensen
Controller, Treasurer and
Chief Financial Officer
