SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 OR 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) May 31, 1996
Commission File No. 0-27958
FLANDERS CORPORATION
North Carolina 0-27958 13-3368271
------------------------- ---------------------- ----------------------
(State of incorporation.) Commission File Number (IRS Employer
Identification Number)
531 Flanders Filters Road
Washington, North Carolina 27889
-------------------------------------------------------------
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (919) 946-8081
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 31, 1996, Flanders Corporation (the "Company") completed the acquisition
of all of the outstanding capital stock of Charcoal Service Corporation, a North
Carolina Corporation ("CSC"), along with certain land and buildings formerly
owned by the shareholders of CSC, pursuant to a stock purchase agreement dated
March 22, 1996, as amended. The acquisition was effective as of June 1, 1996.
The purchase price for CSC was U.S.$4,435,690, subject to a post-closing
purchase price adjustment (the "Purchase Price"). The Purchase Price was paid by
delivery of $4,435,690 in cash. The acquisition by the Company of CSC has been
accounted for by the Company as a purchase.
CSC is a highly focused company specializing in "containment" air filtration
systems and services. Containment systems are high quality, high efficiency
systems used to filter and contain dangerous particulate and/or gaseous
contaminants. CSC designs, manufactures, tests and installs custom and
off-the-shelf containment filtration systems, frequently as a single-source
supplier. As a single source supplier, CSC is responsible for each compoment in
the system and can therefore guarantee a reliable, efficient system. CSC also
refills or replaces spent media both on site and at its main facility, where
appropriate. CSC's offices are located at its 44,282 square foot manufacturing
facility in Bath, North Carolina.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business acquired:
The Finaicial Statements will be provided within 60 days of filing
this Form 8-K.
(b) Pro Forma Financial Information:
The pro forma financial statements will be provided within 60 days
of filing this Form 8-K.
(c) Exhibits
Exhibit 2.1 Stock Purchase Agreement dated March 22, 1996, by and
between Flanders Corporation and the Shareholders of Charcoal
Service Corporation.
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.
FLANDERS CORPORATION
By: /s/ Steven K. Clark
--------------------
Its: Vice President Finance/Chief Financial Officer
and Director
