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): June 20, 1997
PACIFIC AEROSPACE & ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Washington 0-26088 91-1744587
(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
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Formation of Information Technology Group
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On June 23, 1997, the Company announced that it is forming an Information
Technology Group. In connection with the formation of the group, the Company
signed letters of intent as of June 20, 1997, with three companies:
Brigadoon.com, Inc. ("Brigadoon"), of Bellevue, Washington; Market Visibility,
Inc. ("Market Visibility"), of New York, New York; and Jungle Street, Inc.
("Jungle Street"), of Everett, Washington. Both Brigadoon and Jungle Street,
through its wholly owned operating subsidiary, Televar Northwest, Inc., are
Internet access providers with headquarters in the Seattle area. Market
Visibility produces products for the Internet. Brigadoon and Market Visibility
are both privately-held companies, and Jungle Street is a publicly-held
reporting company.
Under the letter of intent with Brigadoon, Brigadoon would be merged into a
newly formed, wholly owned subsidiary of the Company, with the shareholders of
Brigadoon receiving a total of 1,000,000 newly issued shares of Common Stock of
the Company. Under the letter of intent with Market Visibility, a subsidiary of
the Company would purchase all of the assets of Market Visibility for a total of
50,000 newly issued shares of Common Stock of the Company. Under the letter of
intent with Jungle Street, the Company would purchase a number of newly issued
shares of common stock of Jungle Street that would amount to 60% of the
outstanding common stock of Jungle Street after the issuance, for $1.5 million
in cash. In addition, the shareholders of Brigadoon, Market Visibility, and
Jungle Street would be entitled to a declining percentage of any net profits of
the group in excess of $2.5 million a year over a five-year period after closing
of the acquisitions and stock purchase.
All three transactions are subject to a number of conditions, including
without limitation: the approval of the Boards of Directors of each of the
companies; completion of satisfactory due diligence investigations; the
execution of definitive agreements between the Company and each of the
companies; and the closing of all three transactions. Pending the conclusion of
due diligence investigations, the Company has entered into operations consulting
and expense reimbursement agreements with each of the companies, pursuant to
which the Company intends to assist in, consult with, and oversee the oeprations
and mangagement of each of the companies for an initial period of six months.
Roger P. Vallo, a past group president of General Telephone & Electronics,
Inc., will become the President of the Information Technology Group and will
report to Donald A. Wright, President and CEO of the Company. Mr. Vallo is
currently a director of the Company and the CEO and a director of Jungle Street.
In the event that the three transactions are completed as contemplated in the
letters of intent, the Company's new Information Technology Group will initially
have about 100 employees and will be headquartered in Bellevue, Washington. It
is anticipated that the group will provide Internet services throughout the
United States. These services are expected to include: Internet access; Internet
and highly customized web content: intranet systems; long distance telephony
services; proprietary software; and a product line of multi-protocol computer
network bridge/routers.
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Item 7. Financial Statements and Exhibits
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A. Financial Statements
None required.
B. Exhibits
The following is filed as an exhibit to this Current Report:
99.1 Press Release dated June 23, 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.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: DONALD A. WRIGHT
---------------------------------
Donald A. Wright
President and CEO
(Principal Executive Officer)
Dated: June 23, 1997
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release dated June 23, 1997
FOR IMMEDIATE RELEASE
CONTACT: Donald A. Wright, President/CEO
Nick A. Gerde, Vice President/CFO
Phone: (509) 664-8000 Fax: (509)664-6868
Richmont Consulting International: Edda Brown, President
Sean Collins, Account Executive
Phone: (213)658-8088 Fax: (213)658-9075
PACIFIC AEROSPACE AND ELECTRONICS ANNOUNCES FORMATION OF
INFORMATION TECHNOLOGY GROUP
WENATCHEE, WA - June 23, 1997- Pacific Aerospace & Electronics, Inc. (NASDAQ:
"PCTH" and "PCTHW") announced this morning that it is forming an Information
Technology Group. As part of the formation of that group, Pacific Aerospace &
Electronics signed letters of intent on Friday to acquire Brigadoon.com, Inc.,
of Bellevue, Washington, and Market Visibility, Inc., of New York City. Pacific
Aerospace & Electronics also signed a letter of intent to purchase common stock
to be issued by Jungle Street, Inc., of Everett, Washington, in a private
placement. In the private placement, Pacific Aerospace & Electronics would
purchase newly issued shares amounting to 60% of Jungle Street, which owns
Televar Northwest, Inc. Brigadoon.com and Televar are both Internet access
providers with their headquarters in the Seattle area, and Market Visibility
produces products for the Internet. Brigadoon.com recently won the Bellevue
Chamber of Commerce Emerging Business Award in the category of innovation. All
of the transactions are subject to obtaining Board of Director approvals from
each company and execution of definitive agreements.
Roger Vallo, a past group president of General Telephone & Electronics, Inc.,
will become the Information Technology Group President, and will report to Don
Wright, President and CEO of Pacific Aerospace & Electronics. Mr. Vallo is
currently a director of Pacific Aerospace & Electronics and the CEO of Jungle
Street. In announcing the formation of the Information Technology Group and Mr.
Vallo's appointment, Mr. Wright said: "We are excited to add a third operating
group to Pacific Aerospace & Electronics, Inc. to augment our aerospace and
electronics businesses. We are also very pleased that in adding this group we
are able to call upon Roger Vallo, whose background and experience will be
instrumental in managing the group for the Company."
The Information Technology Group will initially have about 100 employees and
will be headquartered and operate out of the Brigadoon.com facility in Bellevue,
Washington. The combined entities provide Internet services to over 24,000
subscriber customers in the United States, and are present in over 250
metropolitan areas across the United States. Roger Vallo, who will be President
of the new group, said: "We expect that the acquisitions being announced today
will give the group a strong infrastructure, national coverage, and the
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ability to provide a broad range of services to business, residential, and
institutional customers. These services are expected to include Internet access;
Internet and highly customized web content; intranet systems (private networks
using Internet technology); long distance telephony services; proprietary
software; and a product line of multi-protocol computer network bridge/routers."
John Hansen, CEO of Brigadoon.com, said: "We are excited to be joining the
Pacific Aerospace & Electronics family, and we expect to continue to deliver
premium products and quality service to our growing subscriber base. We believe
that this combination will help us to provide even better service to our
educational affiliates, community partners, and business accounts."
Greg Martin, President of Televar, said: "We have been looking for a strong and
experienced financial partner to help us extend our rural community Internet
access through our network of value added resellers. Pacific Aerospace &
Electronics offers the organizational strength that we have been looking for,
and we believe that Pacific Aerospace & Electronics' planned acquisition of
Brigadoon.com will give us added synergism and enhance our ability to accomplish
our service delivery and growth plans."
Don Wright, President of the Company, went on to say: "We are looking forward to
integrating the similar services and functions of these companies and building
upon their unique market, product and managerial strengths."
Pacific Aerospace & Electronics currently develops, manufactures, markets and
sells a broad range of precision components and electronic assemblies designed
to operate with a high degree of reliability in harsh environments such as the
ocean, space and the human body. Markets served by the Company include the
aerospace, space, defense, medical, energy, transportation and general
electronics industries. The Company's common stock trades on the Nasdaq National
Market System under the symbol "PCTH," and its warrants trade under the symbol
"PCTHW."
