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): October 27, 1999
ARMATRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 1-4433 04-1052250
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2 MAIN STREET
MELROSE, MA 02176
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 321-2300
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Armatron International, Inc., a Massachusetts corporation (the
"Company"), consummated on November 2, 1999 a merger with Armatron Merger
Corporation ("MergerCo"), a Massachusetts corporation, pursuant to an
Agreement and Plan of Merger dated as of May 7, 1999 and amended September
15, 1999 (the "Merger Agreement"), under which MergerCo merged with and into
the Company (the "Merger") and the separate corporate existence of MergerCo
ceased. After the Merger, the Company has continued as the surviving
corporation (the "Surviving Corporation"). In the Merger, each outstanding
share of common stock, par value $1.00 per share, of the Company (other than
shares owned by certain shareholders of the Company) was converted into the
right to receive $.27 in cash. Each outstanding share of MergerCo common
stock, $.01 par value per share, was converted into one share of the common
stock, $.01 par value per share, of the Surviving Corporation and each
outstanding share of Series A Preferred Stock, $100 par value per share, of
the Company was converted into one share of Series A Preferred Stock, $.01
par value per share, of the Surviving Corporation. The stockholders of the
Company approved the Merger Agreement and the Merger in a Special Meeting of
the Company's stockholders held on October 27, 1999.
The Company has filed a Form 15 with the Securities and Exchange
Commission ("SEC") to suspend its periodic reporting requirements under
Section 13 of the Securities Exchange Act of 1934, as amended. The Company
elected to file the Form 15 due to its small number of shareholders and the
significant costs associated with preparing SEC periodic reports. Effective
immediately, the Company will no longer file annual reports (Form 10-K), as
certified by independent public accountants, quarterly reports (Form 10-Q)
or current reports (Form 8-K) with the SEC.
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.
Armatron International, Inc.
(Registrant)
Date: November 5, 1999 /s/ Charles J. Housman
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Charles J. Housman
President
