SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): DECEMBER 29, 1995
ALL AMERICAN SEMICONDUCTOR, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-16207 59-2814714
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
16115 N.W. 52ND AVENUE, MIAMI, FLORIDA 33014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
All American Semiconductor, Inc., a Delaware corporation (the
"Registrant"), completed on December 29, 1995, the acquisition (the
"Transaction") of two affiliated, privately-held electronic components
distribution companies, Added Value Electronics Distribution, Inc. headquartered
in Tustin, California, and A.V.E.D.-Rocky Mountain, Inc. headquartered in
Denver, Colorado (collectively, the "Added Value Companies"). Immediately prior
to the closing, the Transaction had been approved by the shareholders of the
Registrant. All of the information regarding the Transaction required by Item 2
of Form 8-K has been "previously reported" (as defined in Rule 12b-2 of the
rules and regulations promulgated under the Securities Exchange Act of 1934, as
amended) by the Registrant in the Registrant's Registration Statement No.
033-64019 on Form S-4 (which includes the Registrant's Proxy
Statement/Prospectus dated December 13, 1995, distributed to the Registrant's
shareholders in connection with obtaining their approval of the Transaction) as
filed with the Securities and Exchange Commission (the "Registration Statement")
and such information is incorporated herein by reference, except that (1) the
exact number of shares of Common Stock, $.01 par value, of the Registrant issued
in connection with the Transaction to the former stockholders of the Added Value
Companies was 2,013,401 (exclusive of the 160,703 shares issued in the
Transaction to a wholly-owned subsidiary of the Registrant) and (2) the actual
amount of the Added Value Companies' bank debt paid off by the Registrant was
approximately $3.8 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) The financial statements of the businesses acquired (the
Added Value Companies) and the pro forma financial information required by Items
7(a) and 7(b), respectively, of Form 8-K have been "previously reported" by the
Registrant in, and are incorporated herein by reference to, the Registration
Statement.
(c) The following Exhibits are filed with this report:
EXHIBIT NO. DOCUMENT
2.1 Merger Purchase Agreement dated as of October 31,
1995, among the Registrant, All American Added
Value, Inc., All American A.V.E.D., Inc. and the
Added Value Companies (incorporated by reference to
Appendix A to the Proxy Statement/Prospectus
included in and Exhibit 2.1 to the Registrant's
Registration Statement No. 033-64019 on Form S-4).
20.1 Proxy Statement/Prospectus dated December 13, 1995,
of the Registrant (incorporated by reference to the
Registrant's Registration Statement No. 033-64019
on Form S-4).
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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.
All American Semiconductor, Inc.
Date: January 12, 1996 By: /s/ HOWARD L. FLANDERS
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Howard L. Flanders,
Vice President and
Chief Financial Officer
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