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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 24, 1996
MONITEK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16544 94-1689129
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(State or other jurisdiction (Commission File Number) (IRS Identification No.)
of incorporation)
1495 Zephyr Avenue
Hayward, California 94544
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 471-8300
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
1. Monitek Technologies, Inc. ("Monitek") and Sentex Sensing Technology,
Inc. ("Sentex") have entered into an Agreement and Plan of Merger (the
"Merger Agreement") whereby a Sentex subsidiary will be merged into
Monitek and Sentex will operate Monitek as a wholly owned subsidiary.
On June 26, 1996, the respective Boards of Directors of Monitek and
Sentex jointly issued a press release announcing the Merger Agreement,
among other matters, and describing the consideration to be paid upon
the closing of the transaction. A copy of the press release is
attached hereto as Exhibit A.
Item 7(c). Exhibits.
Exhibit A Press Release of Sentex Sensing Technology, Inc. and Monitek
Technologies, Inc. dated June 26, 1996
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.
MONITEK TECHNOLOGIES, INC.
Dated: July 1, 1996 By:/s/ James S. O'Leary
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James S. O'Leary, Executive Vice President,
Treasurer, Secretary and Chief Financial
Officer
INDEX TO EXHIBITS
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Exhibit No. Description Page No.
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A Press Release of Sentex Sensing Technology 3
Inc. and Monitek Technologies, Inc. dated
June 26, 1996
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EXHIBIT A
Contacts: Sentex - Joanne Bianco (201) 767-5663
Monitek - Morton Cohen (216) 687-1096
June 26, 1996
Cleveland, Ohio
SENTEX AND MONITEK APPROVE AGREEMENT AND PLAN OF MERGER
The respective Boards of Directors of Sentex Sensing Technology, Inc.
(NASDAQ: (SENS)) ("SENTEX") and Monitek Technologies, Inc. (OTC: (MTEK))
("MONITEK") jointly announced today their respective approvals of an Agreement
and Plan of Merger (the "Merger") whereby Sentex will acquire Monitek and
operate Monitek as a wholly owned subsidiary. Both companies are designers,
developers and manufacturers of instruments for analysis or monitoring of
liquids, soil and air in industrial, municipal and environmental industries.
The companies' products are sold world-wide.
The Merger Agreement provides that Monitek's Common Stock will be
exchanged for 11,659,681 Sentex Common Shares, which based on the number of
shares of Monitek's Common Stock outstanding as of today, equals an exchange of
6.897 Sentex Common Shares for each share of Monitek's Common Stock. The
Merger Agreement also provides that all the shares of Monitek's Class A Common
Stock will be exchanged for Convertible Notes in the aggregate principle sum of
approximately $486,000. Based on the conversion rate specified in the Class A
Convertible Note each share of Monitek's Class A Common Stock will, subject to
the restrictions on conversion discussed below, effectively be exchanged for
6.897 Sentex Common Shares.
Upon the completion of the Merger, the number of the Board of
Directors of Sentex shall be increased from five members to six members. The
additional vacancy will be filled by a nominee of Clarion Capital Corporation,
the controlling shareholder of Monitek ("Clarion"). Clarion will also receive
a convertible note in the aggregate principal amount of $136,414 in exchange
for certain indebtedness owed to it by Monitek (the "Clarion Note").
The Sentex Common Shares exchanged for shares of Monitek's Common
Stock will represent approximately 15% of the issued and outstanding Sentex
Common Shares at the time of the Merger. The Class A Convertible Note and the
Clarion Note are generally not convertible for three years, except under
certain conditions. Upon conversion, the Notes are convertible into a maximum
of 15,666,080 Sentex Common Shares, which based on the anticipated total issued
and outstanding Sentex Common Shares at the completion of the Merger will be
approximately 29%.
The Merger is subject to both companies delivering satisfactory
disclosure documentation to the other which is expected to be completed within
the next two weeks. The Merger is also subject to the fulfillment of certain
other conditions and obligations of both companies, including the approval of
the Merger by the majority of the shareholders of Monitek and Sentex of each
voting class of Common Stock of Monitek.
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Mr. Robert S. Kendall, Chairman and President of Sentex and Mr. Morton
A. Cohen, Chairman of the Board of Monitek respectively said: "We believe that
the Merger is advantageous for the shareholders of both companies, and the
companies will benefit from the combined technologies, the extensive worldwide
marketing organization of Monitek and the strong balance sheet of Sentex.
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