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UNITED STATES
SECURITES 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): December 18, 1997
ITEQ, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-27986 41-1667001
(State of Incorporation) (Commission File No.) (IRS Employer Identification
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2727 Allen Parkway, Suite 760, Houston, Texas 77019
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 285-2700
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Form 8-K
Item 5. Other Events.
On October 28, 1997, ITEQ, Inc.'s (the Company's) merger (the "Merger") with
Astrotech International Corporation ("Astrotech") was approved by shareholders
of both companies. Astrotech is a leading domestic designer, fabricator and
supplier of proprietary storage tank products and services. The company
provides a broad range of inspection, engineering, construction and maintenance
services for aboveground storage tanks and also offers mobile storage tank
leasing services. Industries served include refining, petrochemical,
wastewater treatment, agricultural, pulp and paper, mining, water storage,
power generation and process systems. The Company issued approximately
9,500,000 shares of ITEQ common stock in exchange for all the outstanding
shares of Astrotech common stock based on an exchange ratio of .93 of a share
of ITEQ common stock for each share of Astrotech common stock outstanding. In
addition, all outstanding options to purchase Astrotech common stock were
converted into options to purchase shares of ITEQ common stock as adjusted for
the exchange ratio. In connection with the Merger, the Company amended and
restated its Certificate of Incorporation to, among other things, increase its
authorized shares of common stock from 30,000,000 to 40,000,000.
The merger will be accounted for as a pooling of interests. Accordingly,
future consolidated financial statements will be restated to include the
accounts and results of operations of Astrotech with those of the Company, as
if the two companies had been combined since inception.
The consolidated financial statements will be restated on a combined basis in
the Company's Form 10-K for the year ending December 31, 1997. Astrotech's
historical statements of operations for all prior years will likewise be
combined with ITEQ's historical statements of operations.
In conjunction with the Merger, management is initiating plans to restructure
and consolidate the combined companies. Duplicate facilities and excess
capacity will be eliminated and certain operations will be consolidated into
existing Astrotech or ITEQ facilities. All merger and restructuring costs will
be expensed in the fourth quarter of the year ending December 31, 1997. These
costs included investment banking, legal, accounting, stockholder meeting
expenses, employee severance, asset write-downs and business integration
expenses. The merger, acquisition and restructuring costs are approximately
$18,000,000 excluding extraordinary charges related to early extinguishment of
debt and discontinuance of the operations of the Company's Allied Industries,
Inc. subsidiary.
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The following table summarizes the combined results of operations of the
Company and Astrotech for the month ended November 30, 1997:
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One Month ended
Statement of Operations Data November 30, 1997
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(in 000's)
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Revenues $ 30,357
Operating profit $ 2,088
Other income (expense), net $ (340)
Earnings from continuing operations $ 1,748
before income tax provision
Income tax provision $ 682
Earnings from continuing operations $ 1,066
Earnings/Loss from discontinued operations, $ -
net of income taxes
Net earnings $ 1,066
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The summarized results of operations for the month ended November 30,1997 do
not include any merger, acquisition and restructuring costs. Losses related to
the discontinuance of the operations of the Company's Allied subsidiary have
been previously accrued and are not reflected in the summarized results of
operations for the month ended November 30, 1997.
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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 hereunto duly authorized.
Date: December 18, 1997 ITEQ, Inc.
/s/ Lawrance W. McAfee
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Lawrance W. McAfee
Executive Vice President and
Chief Financial Officer
/s/ Kathryn S. Henderson
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Kathryn S. Henderson
Corporate Controller
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