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) May 7, 1997
QUADRAX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16052 05-0420158
(State or Other Jurisdictio (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
300 High Point Avenue, Portsmouth, RI 02871
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (401) 683-6600
Item 2. Acquisition of Assets.
Effective May 7, 1997, the registrant (the "Company") acquired sole
ownership of Victor Electric Wire & Cable Corporation ("Victor") by
means of the purchase of all of the issued and outstanding stock of
Victor's holding-company parent from the former owner.
Victor, located in West Warwick, Rhode Island, manufactures and
sells electric power cordsets and interconnect cables, primarily for
the original equipment manufacturers of small appliances. The Company
intends to continue the business currently conducted by Victor. Victor
had net sales of approximately $18,000,000 in the fiscal year ended
December 31, 1996. Victor operates out of a leased facility containing
approximately 200,000 square feet, leased from a third-party landlord
at an annual rental of approximately $240,000. Such lease expires
December 31, 2001.
The purchase price for Victor consisted of $720,000 cash and the
assumption of approximately $2,800,000 in existing bank debt. The
existing bank debt was refinanced at closing by means of Victor
entering into a new revolving and term credit agreement with Congress
Financial Corporation (New England) ("Congress"). The loan agreement
with Congress provides for a three-year revolving credit facility of up
to $3,550,000 drawable against a percentage of accounts receivable and
inventory, a $950,000 fully amortizing five year term loan and an
equipment financing facility of up to $500,000, also based upon a five
year fully-amortizing repayment schedule. All of such loans bear
interest at a rate of prime plus 1.5%. The Company has guaranteed all
of the obligations of Victor to Congress.
Terms of the purchase were determined by arm's length negotiations
between the Company and the seller, which had no prior business or
personal relationships.
The source of the funds for the cash portion of the purchase price
was a portion of the net proceeds from the Company's February 1997
private placement of convertible debentures.
ITEM 7. Financial Statements and Exhibits.
The appropriate financial statements and exhibits will be filed
by amendment to this Current Report within the applicable time limit:
(a) Financial Statements of Victor Electric Wire and Cable
Corporation:
(b) Pro Forma Financial Statements of Quadrax Corporation:
(c) Exhibits.
None
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 thereunto duly authorized.
Quadrax Corporation, a Delaware Corporation
By: /s/ James J. Palermo
James J. Palermo, Chairman and
Chief Executive Officer
By: /s/ Edward A. Stoltenberg
Edward A. Stoltenberg, Chief Financial Officer
and Principal Accounting Officer
Date: May 15, 1997
