<PAGE>
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 24, 1995
PCT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26088 87-0431483
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
434 Olds Station Road, Wenatchee, WA 98801
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number,
including area code: (509) 664-8000
None
(Former name or former address, if changed since last report)
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Item 5. Other Events
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On October 27, 1995, PCT Holdings, Inc., a Nevada corporation
(the "Company"), certain of the Company's wholly owned subsidiaries (the
"Subsidiaries"), Seismic Safety Products, Inc., a Florida corporation
("Seismic"), and certain affiliates of Seismic (the "Affiliates") entered
into an Asset Purchase Agreement (the "Agreement") pursuant to which the
Company intends to purchase substantially all of Seismic's assets for a
total purchase price of $70,000 in cash plus 128,750 unregistered shares of
the Company's common stock (the "Payment Shares"). Of the cash portion of
the total purchase price, $41,666 had been advanced to Seismic prior to
October 27, 1995, and the balance will be advanced to Seismic on or prior
to the date of closing (currently scheduled for November 30, 1995).
In addition, the Company has agreed to enter into an agreement at
closing with Seismic and any Seismic shareholder who executes such
agreement (the "Eligible Shareholders"), pursuant to which the Company will
grant to Seismic and Eligible Shareholders who acquire Payment Shares the
right to have such Payment Shares registered, at the Company's expense, on
an equal basis with other shareholders of the Company, if the Company
proposes, within two years after the date of closing, to register any of
its common stock under the Securities Act of 1933, as amended (except for
registrations (i) under compensation plans on Form S-8 or any successor
form or (ii) in connection with the acquisition by merger, tender offer or
otherwise of another public company).
In related transactions, the Subsidiaries entered into a Patent
Purchase Agreement with James C. McGill, one of the Affiliates, and Antonio
F. Fernandez on October 24, 1995, and a second Patent Purchase Agreement
with James C. McGill on October 27, 1995, pursuant to which agreements the
Subsidiaries intend to purchase from Mr. McGill and Mr. Fernandez certain
patents and related intellectual property rights (the "Technology").
Seismic currently licenses a portion of the Technology from Messrs. McGill
and Fernandez for use in its manufacturing operations. In consideration for
the sale of the Technology, the Subsidiaries will pay a purchase price of
$400,000 to Messrs. McGill and Fernandez under the first Patent Purchase
Agreement, and $120,000 to Mr. McGill under the second Patent Purchase
Agreement. The transfers contemplated in the Patent Purchase Agreements
currently are scheduled to close on November 30, 1995.
The purchase of assets under the Asset Purchase Agreement is
subject to the approval of the Boards of Directors of both the Company and
Seismic, and to the approval of Seismic's shareholders. Closing of the two
Patent Purchase Agreements is subject to the closing of the Asset Purchase
Agreement.
Seismic, based in Largo, Florida, manufactures and sells
automatic earthquake gas shut-off valves and other earthquake safety
products. The proposed acquisition will allow the Company to produce a line
of seismic safety automatic gas shut-off valves to be used in a variety of
residential and commercial applications. Manufacture of the valves is
expected to be transferred to the Wenatchee, Washington production facility
of Cashmere Manufacturing Co., Inc., another wholly owned subsidiary of the
Company.
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Exhibits
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The following is filed as an exhibit to this Current Report:
99.1 Press Release issued by the Company on October 27, 1995.
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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.
PCT HOLDINGS, INC.
By: /s/ DONALD A. WRIGHT
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Donald A. Wright
President and Chief Executive Officer
Dated: November 15, 1995
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page
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99.1 Press Release issued by the Company on October 27,
1995.
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PCT HOLDINGS, INC.
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FOR RELEASE: October 27, 1995
CONTACT: Don A. Wright, President/CEO or Nick A. Gerde,
Vice President Finance/CFO, PCT Holdings, Inc.
(509) 664-8000
PCT HOLDINGS, INC. TO ACQUIRE THE ASSETS, TOOLING, AND
PATENTED TECHNOLOGY FROM SEISMIC SAFETY PRODUCTS
Wenatchee, Washington - PCT Holdings, Inc. (PCTH), a Nevada
corporation traded on the NASDAQ Small Cap Market and
headquartered in Wenatchee, Washington, announced today that it
has signed a definitive agreement to acquire the assets, tooling
and technology of Seismic Safety Products, Inc., a Florida
corporation, manufacturer of seismic safety gas shutoff valves.
In a related transaction, PCT also announced the acquisition of
the patented technology included in United States and
International patents and patent applications for the seismic gas
valve products and rights to future products to be developed
utilizing this technology. A combination of cash, deferred
payments and newly issued common stock of PCT Holdings, Inc. will
be paid to the sellers. Both acquisition transactions are
expected to close by November 30, 1995.
In announcing these new developments, Don Wright, President and
CEO of PCT Holdings, Inc. said "One of our growth strategies is
to develop and/or acquire proprietary products which can be
manufactured by our existing subsidiaries. We are excited about
the revenue and market potential of this technology and product
line for the PCTH family of companies. In light of gas utility
and consumer market demand for preventative products in
potentially destructive earthquake and seismic occurrences, PCTH
intends to become a leader in providing effective solutions to
otherwise hazardous conditions using this technology."
Wright also announced that John M. Eder has been appointed
President of Seismic Safety Products, Inc., (SSP) a wholly-owned
subsidiary formed by PCTH to manufacture, market and distribute
the seismic safety gas shutoff valves and other products to be
developed utilizing the patented technology. John McNamara, a
veteran marketing executive, has been appointed Vice President of
Sales and Marketing for SSP. Cashmere Manufacturing Co., Inc.,
another wholly-owned subsidiary of PCTH which precision-machines
component parts and assemblies, will play a major role in
manufacturing and producing this new product line. It is also
expected that the recently announced acquisition of Morel
Industries, Inc. by PCTH which is also expected to close by
November 30, 1995 could provide additional manufacturing and
production capability for this product. Morel manufactures
precision cast aluminum parts and components mainly for the heavy
trucking and aerospace industries.
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434 Olds Station Road, Wenatchee, Washington
TEL: (509) 664-8000 FAX: (509) 664-6868
<PAGE>2
PCT Holdings, Inc.
Press Release - SSP
October 27, 1995
Page 2
PCT Holdings, Inc. is an acquisition-oriented, high technology
group of manufacturing companies specializing in the manufacture
of patented ceramic-based hermetic connectors, feed-throughs,
electronic packaging, ceramic filters and precision machined
components. The Company's stock trades on the NASDAQ Small Cap
Market under the "PCTH" symbol.
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434 Olds Station Road, Wenatchee, Washington
TEL: (509) 664-8000 FAX: (509) 664-6868
