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): December 10, 1998
Commission File Number: 0-17020
Larson Davis Incorporated
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0429944
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1681 West 820 North
Provo, Utah 84601
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(801) 375-0177
(Former name, former address, and formal fiscal year, if changed since
last report)
ITEM 5. OTHER EVENTS
Larson Davis Incorporated issued the following press releases on December
10, 1998.
LARSON DAVIS ANNOUNCES SALE OF ACOUSTICS BUSINESS FOR A MAXIMUM CONSIDERATION OF
$8.5 MILLION
Provo, UT, December 10th, 1998 - LarsonoDavis Incorporated (NASDAQ symbol
"LDII") announced the sale of its acoustics business to PCB Group, Inc ("PCB"),
of Depew New York. Under the terms of the agreement PCB will pay $5 million in
cash up front and a further $1.5 million by way of a note repayable in full
within 1 year from the closing of the transaction. In addition, subject to the
performance of the Company for the year ending 31st December 1999 the Company
may receive up to an additional $2 million in consideration by way of an earn
out payment.
The sale is conditional upon certain matters, including shareholder consent.
The Company intends to file a proxy solicitation statement with the SEC
immediately for clearance and then mail such document to shareholders by the end
of December. The Company plans to convene a shareholder meeting towards the end
of January with the intent of closing the transaction as soon as is practical
thereafter.
"We have worked hard to turn this business around from substantial losses in
1997 to a profitable situation currently. We believe, however, that the
business now requires additional investment in new product development and in
its distribution capability to be truly effective in the global market. The
risks of such investment when balanced against the immediate short term value of
the offer from PCB and other developments in the company, make the sale of the
acoustics business attractive at this time." stated CEO Andrew Bebbington
"The addition of the LarsonoDavis acoustic products with the PCB vibration
product line will position the two companies as a major competitor in the global
sound and vibration markets. PCB plans to capitalize on the LarsonoDavis
history and technical commitment to the acoustics market, while adding the well
known PCB commitment to customer service and increased focus on sales and
distribution" commented John Lally, Vice President PCB.
"The combination of LarsonoDavis' expertise in the acoustics market and the
infrastructure and momentum that PCB brings to the table should ensure that 1999
is a successful year for both operations and give LarsonoDavis the opportunity
to participate in the upside earn out potential outlined above." Added Jeffrey
Cohen COO LarsonoDavis.
As part of the terms of the transaction Jeffrey Cohen will continue to manage
the acoustics business under the strategic direction of PCB during the Earn Out
period. In addition PCB has contracted with LarsonoDavis to provide
manufacturing and support operation sufficient to support LarsonoDavis' Jaguar
and Crosscheck operations.
PCB intends to maintain the existing acoustics operations in place in Provo and
has agreed to hire all of the current acoustics employees upon closing.
This press release contains certain forward-looking statements that are based on
information currently available to the Company and certain assumptions made by
management. For a discussion of the contingencies and uncertainties to which
the information concerning future events is subject, please refer to
LarsonoDavis' report on Form 10-K for December 31, 1997, and other SEC reports.
LarsonoDavis Incorporated, headquartered in Provo, Utah, develops, manufactures,
and markets, ultra-sensitive measuring instrumentation equipment and software
for the chemical and acoustics markets. Its customers are major industrial
companies.
LARSON DAVIS ENTERS INTO DISTRIBUTION AGREEMENT WITH JEOL
Provo, UT, December 10th, 1998 - LarsonoDavis Incorporated (NASDAQ symbol
"LDII") announced the successful completion of negotiations with JEOL USA, Inc.
to distribute its Jaguar Mass Spectrometer in North and South America. The term
of the agreement is for an initial period of five years and provides JEOL with
the exclusive right to sell this and subsequent MS products.
"It has been our goal to partner with a world class player in the analytical
market since I joined the Company. LarsonoDavis will provide JEOL with state-
of-the-art equipment and JEOL will give LarsonoDavis the marketing muscle it so
badly needs" says CEO Andrew Bebbington. "This partnership cements the pure and
applied research and engineering capability of LarsonoDavis with the market
expertise and distribution strength of JEOL. We anticipate, in the future,
designing new products following on from Jaguar to extend the portfolio of
products offered by the partnership."
"JEOL was impressed with the technology developed by LarsonoDavis and we are
delighted to add this to our portfolio of mass spectrometry products. We are
excited by the opportunity this partnership presents and look forward to working
with LarsonoDavis over the long term" said Mr. Santorelli Executive Vice
President of JEOL USA Inc.
LarsonoDavis has now commenced its search for European and Asian distribution of
its Jaguar product which will complement this arrangement with JEOL and augment
revenues for the coming year.
"We have refined the product specification for the Jaguar with the input from
JEOL and will be enhancing the already demanding specifications for the product
as a result. We have some significant challenges ahead of us, but believe that
with JEOL's distribution strength that the ultimate return on this investment
will be well justified" added COO Jeffrey Cohen.
This press release contains certain forward-looking statements that are based on
information currently available to the Company and certain assumptions made by
management. For a discussion of the contingencies and uncertainties to which
the information concerning future events is subject, please refer to
LarsonoDavis' report on Form 10-K for December 31, 1997, and other SEC reports.
LarsonoDavis Incorporated, headquartered in Provo, Utah, develops, manufactures,
and markets, ultra-sensitive measuring instrumentation equipment and software
for the chemical and acoustics markets. Its customers are major industrial
companies.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 14, 1998 LARSON DAVIS INCORPORATED
By /s/ Andrew C. Bebbington
Andrew C. Bebbington, President
(Chief Executive Officer and
Principal Financial and
Accounting Officer)
