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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
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Date of Report
(Date of earliest
event reported): June 6, 1995
David White, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 0-3555 39-0967642
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(State of (Commission file (IRS Employer
Incorporation) number) Identification No.)
11711 River Lane, Germantown, Wisconsin 53022-8207
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(Address of principal executive offices including zip code)
(414) 251-8100
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(Registrant's telephone number)
Page 1 of 4 pages.
Exhibit Index on page 4.
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Item 2. Acquisition or Disposition of Assets.
On June 6, 1995, David White, Inc. (the "Company") entered into an
agreement with HRA Holding Company ("HRA"), Hans-Rudolf Ammann ("Mr. Ammann")
and Thomas Ammann pursuant to which the Company sold all of its interest in its
Swiss subsidiary, Ammann Lasertechnik, AG ("ALAG"), to HRA. HRA is a Swiss
entity owned and controlled by Mr. Ammann. Prior to the sale, the Company
owned 90% of the issued and outstanding capital stock of ALAG. Until the date
of this transaction, Mr. Ammann was a member of the Company's Board of
Directors.
In exchange for the sale of its ALAG stock, the Company received 70,500
shares of Company stock formerly owned by Mr. Ammann and Thomas Ammann, as well
as $300,000 (U.S.) in cash and cash equivalents. In connection with the
transaction, the Company also entered into a Reciprocal Supply Agreement and
Technology Transfer Agreement with ALAG. Under the Reciprocal Supply
Agreement, ALAG agreed to supply its products to the Company for two years for
distribution in connection with the Company's business, and the Company agreed
to supply its products to ALAG for two years for distribution in connection
with ALAG's business. Under the Technology Transfer Agreement, ALAG assigned
certain patent rights to the Company (valued at $200,000), and the Company
granted ALAG a non-exclusive license to make, use and sell products covered by
the patents. ALAG agreed to pay the Company a royalty of $25,000 per year for
ten years in consideration of the license. In connection with these
agreements, the Company and Mr. Ammann also agreed to cancel Mr. Ammann's 4,000
stock options for Company stock, and Mr. Ammann resigned from the Company's
Board of Directors.
The consideration received for the ALAG shares was determined through
negotiations with Mr. Ammann. The goal of the Company and its Board of
Directors was to receive consideration at least equal to the fair market value
of the ALAG stock, and the consideration received by the Company exceeded the
net worth of ALAG at the time of sale. The value of the redeemed shares was
determined by the average of the closing bid and ask price multiplied by the
number of shares redeemed as of May 31, 1995.
Item 7. Exhibits.
27 Audited balance sheet as of the end of the most recent fiscal
year [Incorporated by reference to pages 5 through 11 of
Exhibit No. 13 to the Annual Report on Form 10-KSB for 1994
dated March 30, 1995 as filed by the Company with the
Securities and Exchange Commission].
27.1 Audited statements of income, cash flows and changes in
stockholders' equity for each of the two
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fiscal years preceding the date of the audited balance
sheet as of the end of the most recent fiscal year
[Incorporated by reference to pages 6 through 11 of Exhibit
No. 13 to the Annual Report on Form 10-KSB for 1994 dated
March 30, 1995 as filed by the Company with the Securities and
Exchange Commission, and by reference to pages 6 through 11 of
Exhibit 13 to the Annual Report on Form 10-KSB for 1993 dated
March 30, 1994 as filed by the Company with the Securities and
Exchange Commission].
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DAVID WHITE, INC.
Dated: June 20, 1995 By: Tony L. Mihalovich
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Tony L. Mihalovich
President and Chief
Executive Officer
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EXHIBIT INDEX
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SEQUENTIAL PAGE
EXHIBIT NUMBER NUMBER
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27 Audited balance sheet as of the end N/A
of the most recent fiscal year
[Incorporated by reference to pages
5 through 11 of Exhibit No. 13 to the
Annual Report on Form 10-KSB for 1994
dated March 30, 1995 as filed by the
Company with the Securities and Exchange
Commission].
27.1 Audited statements of income, cash N/A
flows and changes in stockholders'
equity for each of the two fiscal
years preceding the date of the
audited balance sheet as of the
end of the most recent fiscal year
[Incorporated by reference to pages
6 through 11 of Exhibit No. 13 to the
Annual Report on Form 10-KSB for 1994
dated March 30, 1995 as filed by the
Company with the Securities and Exchange
Commission, and by reference to pages
6 through 11 of Exhibit No. 13 to the
Annual Report on Form 10-KSB for 1993
dated March 30, 1994 as filed by the
Company with the Securities and Exchange
Commission].
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