SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
AUGUST 2, 1996
Date of Report
(Date of earliest event reported)
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 33-19584 23-2582701
(State of Incorporation) Commission File No. (IRS Employer Ident. No.)
103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108
(Address of principal executive offices)
210-659-8450
(Registrant's telephone number)
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ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
WittCold Systems, Inc., Palm Coast, Florida, a Wittemann Company and wholly
owned subsidiary of Dover Corporation purchased all of the issued and
outstanding capital stock of RealCold Systems, Inc., San Antonio, Texas, a
wholly owned subsidiary of International Cryogenic Systems Corporation, the
Registrant.
The effective closing date of all financial accounting transactions, between
the two companies, was as of June 30, 1996, the end of the Registrant's second
quarter reporting period. Closing date of the Acquisition Agreement was on July
23, 1996.
The sale of RealCold Systems, Inc. brings the Registrant's total assets to
approximately $6.5M dollars, and shareholders equity to approximately $6M
dollars, supporting a book value of over $1.00 per share.
Terms and conditions of the acquisition agreement between WittCold Systems,
Inc., the Purchaser, and International Cryogenic Systems Corporation, the
Registrant, as follows:
The purchase price for the common shares was the aggregate sum of Three Million
Dollars ($3,000,000) plus five percent (5 %) of the Net Sales of Refrigeration
Systems for the ten (10) full calendar years 1996 through 2005 and two and one
half (2 1/2%) of Net Sales of Merchant C02 Systems for the nine (9) full
calendar years 1997 through 2005 (the "Percentage Amount").
If the aggregate Percentage Amount paid to Registrant, as set forth above,
through the year 2005 is not at least Two million Dollars ($2,000,000), the
Purchaser agrees to pay to Registrant no later than April 30, 2006, the
difference between the aggregate Percentage Amount paid to Registrant and Two
Million Dollars ($2,000,000). Notwithstanding the foregoing, in the event that
George Briley, a Director and major shareholder of the Registrant, is not
employed by and actively engaged in the Company's business for a period of
three full years after the date of Closing, then the foregoing obligation to
pay a minimum Percentage Amount of Two Million Dollars ($2,000,000) is null and
void and Registrant shall be entitled only to the Percentage Amount based on
Actual Net Sales as set forth above.
"Net Sales", as used herein, means payments received from customers less
commissions to non-employee agents, export preparation, inland freight and
forwarding fees, ocean freight, insurance, discounts and all warranty work
performed during the relevant period. The Percentage Amount will be determined
each calendar quarter and any amount due Registrant shall be paid to the
Registrant within thirty days after the end of each calendar quarter.
The acquisition culminated after a successful (50/50) joint venture between the
two companies for the manufacture and marketing of Merchant Carbon Dioxide
Plants and Refrigeration System Packages.
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The Wittemann Company is the world's leading manufacturer of Carbon Dioxide
Systems and accessories employed by brewers and other fermentation processors.
Wittemann has Carbon Dioxide Systems operating in almost every country in the
world.
RealCold Systems, Inc. engineers, manufactures and markets custom industrial
Refrigeration Systems. International Cryogenic Systems Corporation and its
related companies manufactures and markets refrigeration components and food
freezing products for use worldwide.
ITEM 5 - OTHER EVENTS
The Registrant recently moved to another location near San Antonio, Texas,
and leased a 32,000 square foot facility for administration, engineering and
manufacturing operations. WittCold Systems, Inc. has subleased 50% of the
facility from the Registrant for their engineering and manufacturing
operations.
New Address and Phone Number of the Registrant:
103 Guadalupe Drive
Cibolo, Texas 78108
210-659-8450 Phone
210-659-8250 Fax
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 2, 1995
INTERNATIONAL CRYOGENIC SYSTEMS CORPORATION
/s/Francis L. Simola
---------------------------------------
FRANCIS L. SIMOLA
PRESIDENT/CEO
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