METRISA INC
8-K/A, 2000-08-15
OPTICAL INSTRUMENTS & LENSES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------


                                    FORM 8-KA

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                   ----------


                                  July 1, 2000
                                  ------------
                Date of Report (Date of earliest event reported)


                                  METRISA, INC.
                                  -------------
               (Exact name of registrant as specified in charter)


           DELAWARE                    0-16152                  04-2891557
           --------                    -------                  ----------
 (State or other jurisdiction   (Commission File Number)       (IRS Employer
      of incorporation)                                   Identification Number)


                                25 WIGGINS AVENUE
                        BEDFORD, MASSACHUSETTS 01730-2323
                        ---------------------------------
              (Address of principal executive offices and zip code)

                                 (781) 275-3300
                                 --------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
                                 --------------
          (Former name or former address, if changed since last report)
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<PAGE>

                                     ITEM 2.
                      ACQUISITION OR DISPOSITION OF ASSETS.


         Effective July 1, 2000, Metrisa, Inc. ("Metrisa") acquired
substantially all of the assets (the "Purchased Assets") of Monitek
Technologies, Inc., a Delaware corporation ("MTI") and Monitek GmbH, a German
company and wholly-owned subsidiary of MTI (together with MTI, the "Seller")
relating to the Seller's optical and acoustic instrument measurement business.
The Purchased Assets were acquired by Metrisa for aggregate consideration,
determined by arms-length negotiation, of $1,644,200, consisting of a cash
payment in the amount of $500,000, issuance of a promissory note in the amount
of $493,000, the issuance of an aggregate of 160,000 shares of Metrisa common
stock, $.50 par value, valued at $2.37 per share and the assumption of
liabilities in the aggregate amount of $272,000. Metrisa utilized its working
capital reserves to fund the cash portion of the purchase price for the
Purchased Assets. Metrisa intends to continue to use the Purchased Assets to
operate an optical and acoustic instrument measurement business.



                                     ITEM 7.
       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


         (a)      Financing Statements of business acquired:

                  To be filed by amendment.

         (b)      Pro Forma Financial Information:

                  To be filed by amendment.

         (c)      Exhibits.

                  Exhibit No.                   Description
                  -----------                   -----------

                    10.20            Asset Purchase Agreement by and among
                                     Metrisa, Inc., Metrisa GmbH, Sentex Sensing
                                     Technology, Inc., Monitek Technologies,
                                     Inc., Monitek GmbH and CPS Capital, Ltd.
                                     dated as of March 14, 2000 (filed with
                                     Metrisa's Form 10 Q SB for the fiscal
                                     quarter ended March 31, 2000, incorporated
                                     herein by reference).











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<PAGE>


                                   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.

                                                              METRISA, INC.



Date: August 14, 2000                       By:  /s/  John E. Wolfe
                                               -------------------------------
                                               John E. Wolfe, President, Chief
                                               Executive Officer and Treasurer





















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