LIBERTY TECHNOLOGIES INC
8-K, 1997-07-28
MEASURING & CONTROLLING DEVICES, NEC
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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): July 25, 1997


                           LIBERTY TECHNOLOGIES, INC.
                 (Exact name of issuer as specified in charter)


        Pennsylvania                    0-21274                   23-2295708
(State or Other Jurisdiction          (Commission              (I.R.S. Employer
     of Incorporation or                  file                  Identification
        Organization)                   number)                     Number)


                            555 North Lane, Lee Park
                        Conshohocken, Pennsylvania 19428
                    (Address of principal executive offices)


                                 (610) 834-0330
              (Registrant's telephone number, including area code)


                                   Page 1 of 5

<PAGE>


Item 5.           Other Events


                  On July 25, 1997, Liberty Technologies, Inc. (the "Company")
issued a press release in respect of entering into a definitive agreement for
the sale of its nondestructive evaluation and testing services business, the
text of which is set forth in Exhibit 99.1 hereto (the "Press Release").



Item 7.           Financial Statements, Pro Forma
                  Financial Information and Exhibits


         (c)      Exhibits

 99.1 Text of Press Release, dated July 25, 1997, issued by the Company.


                                   Page 2 of 5

<PAGE>


                                    SIGNATURE

         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.


                                            LIBERTY TECHNOLOGIES, INC.


Date: July 25, 1997                         By: /s/ R. Nim Evatt
                                                -------------------------------
                                                R. Nim Evatt
                                                President and Chief Executive
                                                Officer


                                   Page 3 of 5

<PAGE>


                                  EXHIBIT INDEX

Exhibit                                                              Sequential
  No.                         Description                             Page No.
- -------                       -----------                            ----------
99.1          Text of Press Release, dated July 25, 1997, issued by       5
              the Company.


                                   Page 4 of 5

<PAGE>


                                                                    Exhibit 99.1

                                                           For Immediate Release




                           LIBERTY TECHNOLOGIES, INC.

           TO SELL ITS NON DESTRUCTIVE TESTING SERVICES BUSINESS TO GE

         CONSHOHOCKEN, PA (July 25, 1997) ... Liberty Technologies, Inc.
(NASDAQ:LIBT) today announced that it has entered into an asset purchase
agreement with General Electric Company (NYSE:GE) wherein Liberty Technologies
has agreed to sell the nondestructive evaluation and testing services portion of
its Liberty Technical Services (LTS) business unit to a subsidiary of GE for
$13.6 million in cash, plus the assumption of certain operating liabilities.
Liberty Technologies will retain the Nuclear Service group of LTS, as well as
the Condition Monitoring and RADView product businesses.

         The purchase price is subject to reduction based on the balance sheet
at closing, and 10% of the purchase price will be held in escrow to secure
Liberty Technologies, Inc.'s indemnification liabilities. Consummation of the
transaction is subject to approval by Liberty Technologies, Inc. shareholders
and such other terms and conditions as are set forth in the asset purchase
agreement. If the transaction is successfully approved and all conditions set
forth therein are satisfied, it is expected that the acquisition will be
consummated by October 31, 1997.

         Liberty Technologies is a worldwide provider of innovative products and
services that improve industrial productivity and safety. Internet address:
libertytech.com or e-mail: [email protected].

         For further information please contact Dan Clare of Liberty
Technologies at (610) 834-0330 or Lynn Wallis of General Electric at
(408) 925-1149.


                                   Page 5 of 5


<PAGE>


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