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UNITED STATES
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) October 2, 1997
Commission File Number: 0-14618
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VECTRA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1160888
(State of incorporation) (I.R.S. Employer Identification No.)
2333 SAN RAMON VALLEY BLVD., SUITE 225
SAN RAMON, CA 94583
(Address of principal executive offices)
(510) 552-3800
(Registrant's telephone number)
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ITEM 3. -- BANKRUPTCY OR RECEIVERSHIP
On October 2, 1997, VECTRA Technologies, Inc. (the "Company") filed a voluntary
petition to reorganize under Chapter 11 of the Federal Bankruptcy Code. The
filing was made in the U.S. Bankruptcy Court for the Western District of
Washington. The matter was assigned to Bankruptcy Judge Karen A. Overstreet,
Case Number 97-13001.
ITEM 5. -- OTHER EVENTS
On October 2, 1997, the Company entered an agreement (the "Purchase Agreement")
to sell substantially all of its remaining operating assets, consisting
principally of those assets associated with its fuel services operations, to
Chem-Nuclear Systems, LLC, a Delaware limited liability company (the
"Purchaser"). The consideration to be received by the Company therefor consists
of a cash payment in the amount of $4,915,000 payable at closing, the assumption
and payment by the Purchaser of certain listed liabilities of the Company in an
amount up to $1,585,000 and additional contingent cash consideration up to
$1,700,000. The information contained in the Company's Press Release dated
October 2, 1997, is incorporated herein by reference.
The foregoing disposition will be completed as part of the bankruptcy
proceedings described in Item 3 above and will require the approval of the U.S.
Bankruptcy Court. A hearing regarding such disposition has been set by the
court for Thursday, October 30, 1997.
The Purchase Agreement contemplates a preliminary sale by the Company to the
Purchaser of the Company's two IF-300 spent fuel transportation cask systems and
its UX-30 transportation overpack product line, in accordance with a separate
asset purchase agreement, in order to resolve the Company's potential liability
for disposition of the radioactively contaminated IF-300 systems and to provide
the Company with liquidity and cash resources until closing of the Purchase
Agreement. The consideration for this preliminary sale, which amount shall be
deducted from the aggregate consideration to be received by the Company pursuant
to the Purchase Agreement, will consist of a cash payment in the amount of
$1,000,000 payable at closing and the assumption by the Purchaser of certain
vendor contracts of the Company. This preliminary sale was approved by the U.S.
Bankruptcy Court on Thursday, October 16, 1997, and the closing of such sale is
anticipated to take place during the week of October 20, 1997.
ITEM 7. -- FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is filed herewith:
Number Description
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99.1 Press Release dated October 2, 1997
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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.
VECTRA TECHNOLOGIES, INC.
October 17, 1997 By /s/ Vincent Franceschi
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Vincent Franceschi
President and Chief Operating Officer
October 17, 1997 By /s/ Thomas B. Pfeil
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Thomas B. Pfeil
Chief Financial Officer and Secretary
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N E W S R E L E A S E
N.R. #V042
For more information, contact:
Thomas Pfeil Vincent Franceschi
Chief Financial Officer President and COO
VECTRA Technologies, Inc. VECTRA Technologies, Inc.
(510) 552-3800 (408) 629-9800
FOR IMMEDIATE RELEASE...BUSINESS AND FINANCIAL COMMUNITY
VECTRA ANNOUNCES PURCHASE AGREEMENT
FOR SALE OF FUEL SERVICES BUSINESS,
FILING FOR BANKRUPTCY PROTECTION
AND NASDAQ DELISTING
SAN JOSE, CALIFORNIA -- (October 2, 1997) -- VECTRA Technologies, Inc.
(NASDAQ:VCTR), a supplier of technologies and services to the nuclear power
industry, reported today that it has signed a purchase agreement with
Chem-Nuclear Systems, LLC (a division of Waste Management, Inc.) which is
anticipated to lead to the sale of assets associated with VECTRA's fuel services
operations.
This asset disposition consists principally of the NUHOMS dry spent fuel storage
system technology and family of products, two IF-300 spent fuel transportation
cask systems and the UX-30 transportation overpack product line. The assets to
be sold constitute the remaining operating assets of VECTRA. The purchase price
consists of cash in the amount of $4,915,000 at closing, the assumption and
payment by the buyer of certain listed VECTRA liabilities in an amount up to
$1,585,000 and additional contingent cash consideration up to $1,700,000.
This transaction merges complementary strengths for the benefit of an industry
searching for leadership in dry storage and transport technology.
Chem-Nuclear's financial strength, 25+ years of nuclear industry experience and
exemplary track record in quality assurance and regulatory compliance coupled
with VECTRA's proven products and technologies provide both existing and
prospective customers with the assurance of reliable, long term customer service
and quality products.
VECTRA today also filed for protection under Chapter 11 of the Bankruptcy Code
in Seattle Washington U.S. District Court. The asset disposition contemplated
will be completed as part of these proceedings. VECTRA's decision to seek
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protection in bankruptcy is based on the fact that the company has received
virtually no revenues for most of 1997 due to a Nuclear Regulatory Commission
Demand for Information (DFI) letter that had the effect of putting a hold on the
company's fabrication activities. Although the DFI is progressing towards
resolution through extensive procedural changes and staff training, management
concluded that the company's lack of liquidity, the continuing delay in the
restart of fabrication activities, unresolved contract re-negotiations with
customers and potential customer and supplier claims made bankruptcy protection
in the best interests of creditors, shareholders and employees. The sale of
assets to Chem-Nuclear requires the approval of U.S. Bankruptcy Court.
"While we are disappointed we had to take this action, we believe it was
necessary and will be accomplished in the best manner possible under the
circumstances. By adopting these actions now, the company will insure
continuity of service and product for existing clients, provision for claims of
creditors and possibly some financial recovery for our shareholders", stated
Vincent Franceschi, VECTRA's President and Chief Operating Officer. "VECTRA had
the vision and commitment but, unfortunately, with the continuing suspension of
fabrication, not the financial strength to see its plan through. Chem-Nuclear
is a well managed, quality organization with a reputation for excellence with
customers and regulators and they are acquiring technology and products that
will only enhance that well earned reputation."
Additionally, the Company announced that it is in agreement with The NASDAQ
Stock Market's assessment that it is no longer in compliance with rules for
continued inclusion in The NASDAQ National Market. Formal notice of the
deficiency and the commencement of the delisting process are pending.
Mr. Franceschi concluded by stating, "We are hopeful that any alleged claims
against VECTRA can eventually be resolved such that sufficient funds remain to
make a future distribution to shareholders, although shareholder distribution
will not be possible until all claims are resolved."
VECTRA provides the design, licensing, procurement, fabrication, sale and
leasing of equipment for the packaging and transportation of high level and low
level radioactive waste and nuclear material; and related consulting and
engineering services to the commercial and public nuclear industry worldwide.
The Company, headquartered in San Jose, California, was founded in 1983 and
reported revenues of $68.0 million in 1996.
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