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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): October 28, 1997
ITEQ, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 0-27986 41-1667001
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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2727 Allen Parkway, Suite 760
Houston, Texas 77019
(Address of Registrant's principal executive offices)
(713) 285-2700
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 28, 1997, the stockholders of ITEQ, Inc., a Delaware
corporation ("ITEQ"), and the stockholders of Astrotech International
Corporation, a Delaware corporation ("AIX"), approved a Plan and Agreement of
Merger dated as of June 30, 1997 (the "Merger Agreement"), pursuant to which
AIX was merged (the "Merger") with and into ITEQ (the "Combined Company").
Pursuant to the Merger, which became effective as of October 28,
1997, the holders of AIX common stock had their shares converted into shares of
ITEQ common stock based upon a conversion ratio of 0.93 of a share of ITEQ
common stock for each share of AIX common stock. In accordance with the Merger
Agreement, fractional shares of ITEQ common stock were not issued. In lieu of
fractional shares, holders of AIX common stock received cash. As of October
27, 1997, there were 10,264,392 shares of AIX common stock outstanding, which,
based on the 0.93 exchange ratio, results in 9,545,884 shares of ITEQ common
stock being issued to former holders of AIX common stock (subject to decrease
due to fractional shares).
AIX was a leading domestic designer, fabricator and supplier of
proprietary storage tank products and services. The Company provided a broad
range of inspection, engineering, construction and maintenance services for
aboveground storage tanks and offered mobile storage tank leasing services.
Industries served include refining, petrochemical, wastewater treatment,
agricultural, pulp and paper, mining, water storage, power generation and
process systems. ITEQ currently intends substantially to continue AIX's
business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. The required
financial statements have been previously filed in the Joint Proxy
Statement/Prospectus of ITEQ and AIX dated October 3, 1997, and are hereby
incorporated by reference.
(b) Pro Forma Financial Information. The required pro forma financial
information has been previously filed in the Joint Proxy Statement/Prospectus of
ITEQ and AIX dated October 3, 1997, and is hereby incorporated by reference.
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(c) Exhibits.
EXHIBIT NO. EXHIBIT
2.1 Plan and Agreement of Merger, dated as of June 30,
1997, between ITEQ and AIX (incorporated by
reference to Appendix A to the Joint Proxy
Statement/Prospectus of ITEQ and AIX dated October
3, 1997).
4.1 Amended and Restated Certificate of Incorporation
of ITEQ, Inc., dated as of October 28, 1997 and
effective as of 4:01 p.m. Eastern Standard Time on
October 28, 1997 (incorporated by reference to
Appendix E to the Joint Proxy Statement/Prospectus
of ITEQ and AIX dated October 3, 1997).
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.
DATED this 3rd day of November, 1997.
ITEQ, INC.
By: /s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
Executive Vice President, Chief
Financial Officer and Secretary
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