UNITED STATES
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): July 29, 1999
WILLIAMS CONTROLS INC.
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(Exact name of Company as specified in its charter)
Delaware 0-18083 84-1099587
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
14100 S.W. 72nd Avenue, Portland, OR 97224
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(Address of Principal Executive Offices)
(503) 684-8600
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
(a) On July 29, 1999 the Company closed the purchase of the ProActive Pedals
division of Active Tools Manufacturing Co., Inc. ProActive Pedal is a
designer and developer of patented adjustable foot pedal systems and
modular pedal systems. The purchase price was $5,750,000 plus the
assumption of approximately $350,000 in liabilities. In addition, the
Company entered into a patent assignment and royalty agreement with the
patent holder which required an initial payment of $600,000 and minimum
annual royalty payments of $95,000 per year for ten years. Assets acquired
include designs, technology and patent rights on adjustable foot pedal
systems, as well as designs of modular foot pedal systems.
The purchase was financed through the private placement of 1,244,065 shares
of the Company's common stock with net proceeds of approximately
$3,396,000. In addition, the Company borrowed $2,500,000 from its bank
under a new term loan facility (Term Loan III). The principal amount under
Term Loan III is payable in three equal monthly installments of $139,000
(plus interest) beginning in November 1999 with the remaining balance of
$2,083,000 due in February 2000. Interest on term Loan III is computed at
the prime rate plus 1.25%. (9.25% at July 29, 1999).
(b) Certain furniture and equipment was acquired in the transaction and will
continue to be used consistent with its use under the former owner.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements and Exhibits.
Financial statements as required by Rule 3.05 will be filed with the
Securities and Exchange Commission by amendment within 60 days.
(b) Pro forma financial information.
Pro forma financial statements as required by Rule 11-01 will be field with
the Securities and Exchange Commission by amendment within 60 days.
SIGNATURES
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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.
WILLIAMS CONTROLS, INC.
Date: August 13, 1999 By: /s/ Gerard A. Herlihy
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Gerard A. Herlihy,
Chief Financial Officer and
Chief Administrative Officer
