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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): December 18, 1995
PRECISION AEROTECH, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Delaware 1-9276 33-0171440
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
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7777 Fay Avenue, Suite 200, La Jolla, California 92037
(Address of principal executive offices)
Registrant's telephone number, including area code: (619) 456-2992
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ITEM 5. OTHER EVENTS
See attached Press Release.
SIGNATURES
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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.
PRECISION AEROTECH, INC.
(Registrant)
By: /s/ R. W. Detweiler Date: December 18, 1995
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R. W. Detweiler
Chairman, President and
Chief Executive Officer
2
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NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: R. W. Detweiler
- --------------------- (619) 456-2992
PRECISION AEROTECH REPORTS
SECOND QUARTER RESULTS AND SIGNING
OF LETTER OF INTENT TO BE ACQUIRED
La Jolla, CA, December 18, 1995 -- Precision Aerotech, Inc. (NASDAQ-PATC)
today announced sales of $10.1 million for the quarter ended October 31, 1995,
compared to $8.9 million for the same period one year earlier. For the first
six months of the fiscal year, sales were $22.5 million or $5.9 million higher
than the $16.6 million reported for the same six months one year ago.
Net income for the current three-month reporting period was $0.1 million or
$.08 per common share compared with $0.5 million or $.60 per common share one
year earlier. For the six months ended October 31, 1995, net income was $1.0
million or $1.32 per common share versus income of $6 thousand or $.01 per
common share for the comparable period last year. Income for the most recent
six-month period is net of $0.6 million of income taxes, contrasted with $10
thousand in the comparable period one year earlier. Current year-to-date sales
were up a minimum of 25% at all businesses compared to last year. Most markets
and market segments demonstrated improvements compared to last year.
The Company also announced that it signed a Letter of Intent December 15,
1995, to be acquired by Vernitron Corporation ("Vernitron"). Vernitron designs,
manufactures and sells a broad range of motion control, interconnect and
specialty ball bearing products for use in high performance applications. The
Company offers a wide variety of products and services, some of which
incorporate Vernitron sub-systems.
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-2-
The Letter of Intent contemplates the payment of $5.00 per share in cash
for each outstanding share of common stock of Precision Aerotech, Inc. and the
repayment of Precision Aerotech's debt. It is expected that the purchase will
require approximately $19 million in cash. Completion of the transaction is
subject to the signing of a definitive agreement and the satisfaction of
customary conditions, including receipt of all necessary financing by Vernitron.
The acquisition is expected to close in the first quarter of 1996.
* * * * * * * *
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PRECISION AEROTECH, INC.
FINANCIAL HIGHLIGHTS (UNAUDITED)
(in thousands except shares and per share data))
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<CAPTION>
Three Months Ended Six Months Ended
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October 31, October 31,
1995 1994 1995 1994
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Net sales $10,089 $8,896 $22,454 $16,593
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Income before income taxes 110 480 1,672 16
Income tax expense 48 9 630 10
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Net income $ 62 $ 471 $ 1,042 $ 6
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Earnings per share $ .08 $ .60 $ 1.32 $ .01
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Weighted average number of
common shares outstanding 789,250 789,250 789,250 789,250
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