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UNITED STATES
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
SBS TECHNOLOGIES, INC.
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Date of Report (Date of earliest event reported): July 1, 1998
New Mexico 1-10981 85-0359415
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(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
2400 Louisiana Blvd, NE AFC Bldg 5-600 Albuquerque, New Mexico 87110
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (505) 875-0600
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ITEM 2. ACQUISITION OF ASSETS
On July 1, 1998, SBS Technologies, Inc. ("SBS") acquired, through its newly
formed wholly-owned subsidiary, SBS German Holdings, GmbH, a 50.1% interest in
OR Industrial Computers, GmbH, ("OR"), from the founder. OR is a German
corporation that produces CPU boards utilized in a wide range of embedded
computer applications. OR designs, manufactures and markets CPU boards based on
Intel computer architecture available in the VME, CompactPCI and PCCompact form
factors, as well as VME CPU boards based on the Motorola 680X0 series processors
and a series of computer input/output boards. OR was founded in 1981 in
Augsburg, Germany, and provides CPU products to primarily European-based
customers. OR will be renamed SBS OR Computers, GmbH.
In addition, SBS acquired, through its newly formed wholly-owned subsidiary, SBS
German Holdings GmbH, 50.2% of the shares of ORTEC Electronic Assembly, GmbH,
("ORTEC"), a related company located in Mendelheim, Germany, which manufactures
OR's commercial products and electronic products for other customers. ORTEC
will be renamed SBS ORTEC Electronic Assembly, GmbH.
SBS acquired, through its wholly-owned subsidiary SBS Embedded Computers, Inc.,
based in Raleigh, NC, 100% of the shares of OR Computers, Inc., based in
Fairfax, VA, which is the U.S. marketing and support organization for the OR
product line. OR Computers Inc. will operate as a wholly-owned subsidiary of
SBS Embedded Computers, Inc. for the foreseeable future.
SBS will account for the acquisitions as purchases. The purchase price for
the majority interest in the two companies based in Germany and 100% of OR
Computers, Inc. was DM 17.5 million, approximately $9.7 million, paid in cash
and shares of SBS Common Stock to the seller at closing. The cash was
obtained from SBS' net cash provided by operating activities and funds
received from the SBS Follow-On Public Stock Offering, which closed November
1996.
As part of the acquisition, SBS and the shareholders of both OR and ORTEC
entered into exclusive option agreements under which SBS may acquire the
remaining shares of both companies on February 28, 1999. The purchase price
for the remaining interest in OR and ORTEC was fixed at closing at DM 17.2
million, or approximately $9.6 million using the exchange rate on July 1,
1998.
The founder of OR, ORTEC, and OR Computers, Inc., has entered into an
employment agreement to provide services to SBS and a Convenant Not To
Compete.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The Registrant will file the audited financial statements, proforma financial
statements, and exhibits required under Item 7 within the required extension
period.
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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 thereunto duly authorized.
SBS TECHNOLOGIES, INC.
Date: July 15, 1998 By: /s/ James E. Dixon
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James E. Dixon, Vice President
Finance & Administration
