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) July 1, 1996
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AIRSENSORS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of Incorporation)
0-16115 91-1039211
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(Commission File Number) (IRS Employer I.D. No.)
16804 Gridley Place, Cerritos, CA 90703
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 860-6666
ITEM 2. ACQUISITION OF ASSETS
Effective July 1, 1996, the Registrant acquired certain assets of Ateco
Automotive Pty. Ltd. ("Ateco") for cash in the amount of approximately
A$8,243,900 or US$6,531,700. Ateco, a private company in Australia, has
distributed the Company's gaseous fuel carburetion systems and related
devices for use with internal combustion engines since approximately 1969.
In order to effectuate the transaction and conduct business in Australia,
IMPCO Technologies, Inc. ("IMPCO") a wholly owned subsidiary of the
Registrant, established a new Australian operating company, IMPCO Technologies
Pty. Limited ("IMPCO Ltd."). The assets, which were acquired by IMPCO Ltd.,
consist primarily of receivables, inventory, equipment, a note, business
goodwill, distribution rights in Australia, and a 50% interest in Ateco's
sub-distributor. The amount of the consideration was determined through
negotiations between Ateco and IMPCO Ltd.
The purchase price was primarily financed through term loans provided by Bank
of America NT&SA and its Sydney, Australia branch. The loans of approximately
US$4,000,000 are three-year loans with five-year amortization schedules and
interest at market rates. In addition, accounts receivables due to IMPCO from
Ateco, totaling A$2,343,500 or US$1,851,600, were offset against the purchase
price. The balance of the purchase price was financed by IMPCO's existing
working capital line with Bank of America NT&SA.
Impco Ltd. plans to continue the current business of marketing and
distributing IMPCO's gaseous fuel carburetion systems and related devices in
Australia and may engage in other related businesses in the future.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
As of the date of this filing, it is impracticable to provide the required
financial statements for the acquired business. The Registrant expects to
file the required financials not later than sixty days from the date of this
filing.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AirSensors, Inc.
Date: July 15, 1996 By /s/Thomas M. Costales
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Thomas M. Costales
Chief Financial Officer
and Treasurer
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