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) March 1, 1996
TRANSTECH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-6512 22-1777533
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
200 Centennial Avenue, Piscataway, New Jersey 08854
(Address of principal executive offices) (Zip Code)
(908) 981-0777
(Registrant's telephone number, including area code)
Former name or former address, if changed
since last report Not applicable
Page 1 of 5 pages
Exhibit index on page 4
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 1, 1996, pursuant to an Amended and Restated Stock
Purchase Agreement dated as of January 15, 1996 among ValveCo
Inc. ("ValveCo"), THV Acquisition Corp. ("THV"), Transtech
Industries, Inc. (the "Registrant"), Hunt Valve Company, Inc.
("Hunt") and Terold N.V., as amended by letter agreement dated
February 5, 1996 among ValveCo, THV and the Registrant, THV, a
wholly-owned subsidiary of the Registrant, completed the sale to
ValveCo of all of the stock of Hunt owned by THV for a purchase
price of $18 million less funded debt of Hunt as of the closing
of the sale. The sale had been approved by the Registrant's
stockholders at a special meeting held on February 29, 1996. Net
cash proceeds of the sale, net of estimated transaction costs,
are anticipated to be approximately $3,957,000. Of this sum,
$750,000 is being held in trust to secure certain indemnification
obligations of THV and the Registrant to ValveCo.
All the terms of the sale, as well as information as to the
manner of disposition of the stock of Hunt, the principle
followed in determining the amount of the consideration, and the
relationships among ValveCo, the Registrant and the Registrant's
officers and directors are contained in the Proxy Statement for
Special Meeting of Stockholders filed with the Commission on
February 8, 1996.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(b) Pro Forma Financial Information
Financial information of the type required under Item 310
(a) of Regulation S-B for the annual period ending December 31,
1994 and for the quarterly period ending September 30, 1995 are
contained in (i) the Registrant's Annual Report on Form 10-KSB
for the annual period ended December 31, 1994, and Forms 10-KSB/A
for the same period filed with the Commission on May 5, 1995 and
February 7, 1996 and (ii) the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended September 30, 1995, and Form
10-QSB/A for the same period filed with the Commission on
February 7, 1996, all of which were incorporated by reference in
the Registrant's Proxy Statement for Special Meeting of
Stockholders filed with the Commission on February 8, 1996 in
connection with the acquisition herein reported.
(c) Exhibits
2.1 Amended and Restated Stock Purchase Agreement dated as
of January 15, 1996 among THV Acquisition Corp.,
ValveCo Inc., Transtech Industries, Inc., Hunt Valve
Page 2 of 5 pages
Company, Inc. and Terold N.V., with exhibits, as
amended by letter agreement dated February 5, 1996
among THV Acquisition Corp., ValveCo Inc. and Transtech
Industries, Inc.*
2.2 Press release of the Registrant dated March 4, 1996
* These documents are appended as Annex A to the Proxy
Statement for Special Meeting of Stockholders filed
with the Commission on February 8, 1996.
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.
TRANSTECH INDUSTRIES, INC.
(Registrant)
By:/s/ Robert V. Silva
Robert V. Silva, President and
Chief Executive Officer
Dated: March 8, 1996
Page 3 of 5 pages
EXHIBIT INDEX
Exhibit Sequential
number Page Number
2.1 Amended and Restated Stock Purchase Agreement
dated as of January 15, 1996 among THV Acquisition
Corp., ValveCo Inc., Transtech Industries, Inc.,
Hunt Valve Company, Inc. and Terold N.V., with
exhibits, and letter agreement dated February 5,
1990 among THV Acquisition Corp., ValveCo Inc. and
Transtech Industries, Inc.* -
2.2 Press release dated March 4, 1996 5
* Previously filed as Annex A to the Proxy Statement
for Special Meeting of Stockholders filed with the
Commission on February 8, 1996.
Page 4 of 5 pages
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
Andrew J. Mayer, Jr.
Vice President-Finance and
Chief Financial Officer
Transtech Industries, Inc.
(908) 981-0777
TRANSTECH INDUSTRIES, INC. ANNOUNCES THAT IT HAS
COMPLETED THE SALE OF ITS HUNT VALVE SUBSIDIARY
Piscataway, New Jersey, March 4, 1996 - Transtech
Industries, Inc. (OTC BULLETIN BOARD:TRTI) announced today that
its wholly-owned subsidiary, THV Acquisition Corp., has completed
the sale of all of the stock of its Hunt Valve Company, Inc.
subsidiary, representing Transtech's principal asset, to ValveCo
Inc. for a purchase price of $18 million, less funded debt of
Hunt Valve as of the closing. Net cash proceeds of the sale, net
of estimated transaction costs, are anticipated to be
approximately $3,957.000. Of this sum, $750,000 is being held in
trust to secure certain indemnification obligations of THV and
Transtech. ValveCo is a newly-formed Delaware corporation
organized by Three Cities Research, Inc. and in which certain
members of management of Transtech and Hunt Valve, including
Robert V. Silva, the President and Chief Executive Officer of
Transtech, have minority equity interests. The transaction was
approved by Transtech's stockholders at a special meeting held on
February 29, 1996.
Hunt Valve is a Salem, Ohio-based company engaged in the
manufacture and sale of specialty directional and flow control
valves, fluid power components, hydraulic and pneumatic cylinders
and complete valve systems for commercial and military use.
Three Cities Research, Inc. is a New York-based investment
advisor which organizes the investment of private equity capital
in medium-sized businesses in the United States.
For further information, contact either Andrew J. Mayer,
Jr., Vice President-Finance and Chief Financial Officer, or
Robert V. Silva, President and Chief Executive Officer of
Transtech Industries, Inc. at (908) 981-0777.
Page 5 of 5 pages
