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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) October 4, 1995
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PHOTOCOMM, INC.
Incorporated in the State of Arizona IRS No. 86-0411983
Commission File Number: 0-12807
7681 East Gray Road
Scottsdale, Arizona 85260
(602) 948-8003
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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Effective October 3, 1995, Photocomm, Inc. ("Photocomm" or
the "Company") acquired all of the assets and assumed the related
liabilities of Sunelco, Inc. ("Sunelco"), a distributor of solar
electric products located in Hamilton, Montana (the
"Acquisition"). The Acquisition was consummated in accordance
with the terms of an Agreement and Plan of Reorganization between
Photocomm, Sunelco, and Daniel M. and Rebecca M. Brandborg, the
founders and sole shareholders of Sunelco (collectively,
"Brandborgs") dated as of October 3, 1995 (the "Agreement").
The aggregate consideration paid by Photocomm in connection
with the Acquisition was approximately $850,000. The Company
issued 225,000 shares of Photocomm's Common Stock, $0.10 par
value, valued at $400,000 and assumed liabilities of Sunelco of
approximately $450,000.
The aggregate consideration paid in the Acquisition was
determined through arm's length negotiations between representatives
of Photocomm and Sunelco. Neither Photocomm nor, to the knowledge
of Photocomm, any affiliate, director or officer of Photocomm, or
any associate of any director or officer of Photocomm, had any
material relationship with Sunelco prior to the Acquisition.
The assets purchased principally consist of certain
inventories and other assets valued by the parties at
approximately $450,000; and goodwill and intangible assets valued
by the parties at $400,000. Following the acquisition, Photocomm
intends to continue using the assets purchased for substantially
the same purposes as they were used before the Acquisition.
In connection with the Acquisition, the Brandborgs entered into
Covenants Not to Compete with the Company pursuant to which
the Company will make monthly payments in a total aggregate
amount of $250,000 over the next five years. Sunelco will become
a division of Photocomm, will continue to conduct business as
usual with its present staff, and the Brandborgs will continue to
direct division operations as Photocomm management employees.
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As of October 3, 1995, all current employees of Sunelco
became employees of Photocomm. Sunelco is expected to remain
headquartered in Hamilton, Montana.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
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Audited financial statements are not available for
Sunelco. Accordingly, pursuant to Item 310(c)(3)(ii)
of Regulation S-B, Photocomm will not be filing
financial statements for Sunelco.
(b) Pro Forma Financial Information.
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At the time of the filing of this Report on Form 8-K,
it is impractical to provide the required pro forma
financial information. The required pro forma
financial information will be filed by Photocomm as
soon as practicable, but not later than 60 days
following the date upon which this Report on Form
8-K is filed.
(c) Exhibits.
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Exhibit Method of
Number Description Filing
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1 Agreement and Plan of Reorganization To be filed
between Photocomm, Inc., Sunelco, Inc. by Amendment
and Daniel M. Brandborg and Rebecca M.
Brandborg dated as of October 3, 1995
2 Photocomm's Press Release dated Filed
October 4, 1995 herewith
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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.
PHOTOCOMM, INC.
Dated: October 18, 1995 By /S/ Thomas C. LaVoy
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Thomas C. LaVoy
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial
Officer)
PHOTOCOMM ACQUIRES SOLAR ELECTRIC
DISTRIBUTION COMPANY
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Scottsdale, Arizona, October 4, 1995...Photocomm, Inc. today
announced the acquisition of Sunelco, Inc., a distributor of
solar electric products located in Hamilton, Montana.
Established in 1985, Sunelco is one of the nation's leading
catalog/mail-order marketers of wireless, solar electric power
systems to off-grid residential and commercial customers
throughout the United States. Sunelco has been consistently
profitable in recent years, posting sales revenues of $2 million
in 1994.
As a division of Photocomm, Sunelco will retain its
well-regarded tradename and conduct business as usual with its
present staff. Dan and Becky Brandborg, Sunelco founders, will
continue to direct division operations as senior Photocomm
management employees.
Photocomm, Inc., headquartered in Scottsdale, Arizona, is
the nation's largest publicly-owned manufacturer and marketer of
wireless solar electric power systems. In its fiscal year ended
August 31, 1995, Photocomm's sales revenue increased 44% to
$20,540,839 and net income totaled $904,152 ($0.07 per common
share) versus $215,941 in the prior year's period. The Company's
stock is listed on the NASDAQ system under the symbol PCOM.
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