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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) August 19, 1996
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Defiance, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-14044 34-1526359
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1111 Chester Avenue, Suite #750, Cleveland, OH 44114-3516
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(Address of principal offices) (Zip Code)
Registrant's telephone number, including area code (216) 861-6300
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Not applicable
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 19, 1996, Defiance, Inc. completed the sale of all the common shares
of its subsidiary, Vaugarde, Inc. to Quoin, Inc. for $2,829,000 in cash,
$413,000 of assigned liquid assets and $950,000 of notes receivable. Defiance,
Inc. recognized a $2,600,000 pre-tax loss in the fourth quarter of fiscal 1996.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A) FINANCIAL STATEMENT OF BUSINESS ACQUIRED
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION
Unaudited Defiance, Inc. and Subsidiaries Pro Forma Condensed
Consolidated Statement of Operations for the year ended June 30,
1996, and the Notes to the Unaudited Pro Forma Financial
Information.
(C.) EXHIBITS
2.1 Definitive agreement between Defiance, Inc. and Quoin, Inc.
for purchase of all outstanding common shares of Vaungarde,
Incorporated by Quoin, Inc. dated August 6, 1996 (filed as
Exhibit 10-bc to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1996 and
incorporated herein by reference)
2.2 Press release of Defiance, Inc. dated August 6, 1996 (filed
as Exhibit 28.1 to the Registrant's Current Report on Form
8-K dated August 8, 1996 and incorporated herein by
reference)
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEFIANCE, INC.
By: /s/ Michael J. Meier
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Michael J. Meier
Vice President - Finance,
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial Officer)
August 30, 1996
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DEFIANCE, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED JUNE 30, 1996
($ AMOUNTS IN 000'S)
The following unaudited pro forma condensed consolidated statement of
operations for the fiscal year ended June 30, 1996, gives effect to the
Defiance, Inc. ("Defiance") sale of the stock of its subsidiary, Vaungarde,
Inc. ("Vaungarde") for $2,829 in cash, $413 of assigned liquid assets and $950
of notes receivable, as if the disposition had taken place on July 1, 1995. The
pro forma information is based on the historical consolidated financial
statements of Defiance under the assumptions set forth in the accompanying
notes to the pro forma condensed consolidated financial statements. The
unaudited pro forma information is before the charge for business to be sold of
approximately $2,600 on the sale of Vaungarde.
The pro forma information is presented for illustrative purposes only and may
not be indicative of the results that actually would have occurred had the
disposition taken place on July 1, 1995. This statement should be read in
conjunction with the audited financial statements and notes thereto of
Defiance, Inc. filed with the SEC in its annual report on Form 10-K for the
fiscal year ended June 30, 1996. A pro forma balance sheet is not presented as
the historical balance sheet included in the 10-K filing already reflects the
effect of the divestiture.
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DEFIANCE, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED JUNE 30, 1996
($ AMOUNTS IN 000'S, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
As reported Less Pro Forma Defiance, Inc.
June 30, 1996 Vaungarde Adjustments Pro Forma
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<S> <C> <C> <C> <C>
Net Sales $ 103,974 $ 9,887 $ 94,087
Costs and Expenses:
Cost of Products Sold 84,518 9,275 75,243
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Gross Margin 19,456 612 18,844
Administrative and Selling
Expenses 11,307 1,446 9,861
Interest Expense 1,680 198 1,482
Other (Income)Expense, net (28) (1) (27)
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Pretax Income 6,497 (1,031) 7,528
Income Tax 2,299 (361) 2,660
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Income (Loss) from
Continuing Operations Before
Nonrecurring Charge for
Business to be Sold $ 4,198 $ (670) $-0- $ 4,868
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Income (Loss) from
Continuing Operations
Before Nonrecurring Charge
for Business to be Sold Per
Common Share
Primary $ 0.63 $ 0.73
Weighted Average Number of
Shares
Primary 6,707,078 6,707,078
</TABLE>
See notes to unaudited proforma condensed consolidated financial statements
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DEFIANCE, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
(IN 000'S)
Note A. Basis of Presentation
On August 19, 1996, Defiance sold all the common shares of its subsidiary,
Vaungarde, Inc. to Quoin, Inc. for $2,829 in cash, $413 of assigned liquid
assets and $950 of notes receivable. Defiance, Inc. recognized a $2,600
pre-tax loss in the fourth quarter of fiscal 1996.
The unaudited Pro Forma Consolidated Condensed Statement of Operations
reflect the Company's results of operations for the year ended June 30,
1996, on a pro forma basis assuming the transaction had been completed as
of July 1, 1995.
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