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): January 29, 1998
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PRECISION STANDARD, INC.
(Exact name of registrant as specified in its charter)
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Colorado 0-13829 84-0985295
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction) Identification No.)
1225 17th Street
Suite 1800
Denver, Colorado 80202
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 292-6565
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
On January 29, 1998, Precision Standard, Inc. (the "Company")
sold the assets relating to its Hayes Targets division to
affiliates of Meggitt PLC for approximately $5 million. The
disposed assets included Towed Aerial Targets used for weapon
system development and training and Infrared Suppressor
Countermeasures for the protection of military aircraft. The
consideration for the sale was based on the fair market value of
the assets. The purchase price was arrived at after arms length
negotiations between the Company and the purchasers. No material
relationship exists between the Company and Meggitt PLC or the
purchasers. The exact purchase price will be determined after
customary post-closing adjustments. Additional details regarding the
disposition are disclosed in the press release attached hereto as
Exhibit A.
ITEM 5 - OTHER EVENTS
The trading of the Company's common stock has been moved to
the Nasdaq SmallCap Market pursuant to an exception from the Net
Tangible Assets and Minimum Bid Price requirements. Additional
details are disclosed in the press release attached hereto as
Exhibit A.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
The Company will file pro forma financial information required
pursuant to Article II of Regulation S-X, if any, within sixty
(60) days after the date of this report on Form 8-K.
(c) Exhibits.
Exhibit A: Press Release issued February 13, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1937, the Company has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized, in the City of
Denver, State of Colorado, on February 13, 1998.
PRECISION STANDARD, INC.
By: /s/ Matthew L. Gold
Matthew L. Gold
President
EXHIBIT A
FOR IMMEDIATE RELEASE CONTACT: DARRYL MAZOW
PHONE #: (303) 292-6565
PRECISION STANDARD ANNOUNCES SALE OF HAYES TARGETS
AND MOVE TO NASDAQ SMALL CAP MARKET
Denver, CO --Precision Standard, Inc. (PCSNC) announced today that
its Pemco Aeroplex subsidiary has sold the assets relating to its
Hayes Targets division to certain affiliates of Meggitt PLC for
approximately $5 million.
Located in Leeds, Alabama, Hayes Targets develops and manufactures
Towed Aerial Targets utilized for weapon system development and
training and Infrared Suppressor Countermeasures for the protection
of military aircraft. Matthew Gold, Chief Executive Officer of
Precision Standard, Inc. commented: "Hayes Targets has been a
valuable member of the Precision Standard family for many years.
Due to changes in the market that it serves, however, it was in the
best interests of Hayes as well as Precision Standard to consummate
this sale."
Precision Standard, Inc. also announced today that its common stock
will be moved to the Nasdaq SmallCap Market pursuant to an
exception from the Net Tangible Assets and Minimum Bid Price
requirements.
While Precision Standard, Inc. failed to meet these requirements as
of September 30, 1997, the Company was granted a temporary
exception subject to certain conditions. The exception will expire
on March 2, 1998 or April 15, 1998 if the Company fails to meet the
terms of the exception on such dates. In the event the Company is
deemed to have met the terms of the exception, it shall continue to
be listed on The Nasdaq SmallCap Market. The Company believes that
it can meet these conditions; however, there can be no assurance
that it will do so. If at some future date the Company's
securities should cease to be listed on the Nasdaq SmallCap Market,
they may continue to be listed on the OTC-Bulletin Board. For the
duration of the exception, the Company's Nasdaq symbol will be
PCSNC.
Precision Standard, with executive offices in Denver, Colorado, and
facilities in Alabama, California and Florida, performs maintenance
and modification of aircraft for the U.S. Government and foreign
and domestic commercial customers. The Company also provides
aircraft parts and support services and full service overhaul and
repair for a wide range of engine nacelle-related needs. It also
develops and manufactures aircraft cargo systems, rocket vehicles
and control systems, and precision springs and components.
