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): February 23, 2000
(March 9, 2000)
Productivity Technologies Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24242 13-3764753
(Commission File Number) (I.R.S. Employer Identification No.)
206 South Main Street, 2nd Floor, Ann Arbor, Michigan 48104
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (734) 996-1700
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Item 2. Acquisition or Disposition of Assets
On February 23, 2000, Productivity Technologies Corp. (the "Company")
purchased, through it WCS Acquisition Corp. subsidiary, pursuant to an Asset
Purchase Agreement entered into on such date with Westland Control Systems, Inc.
("Westland") and Thomas G. Lee, substantially all of the assets of Westland. The
purchase price was $6.5 million, with contingent consideration of up to $2.3
million payable to Mr. Lee, formerly the controlling of shareholder of Westland,
based on earnings in future periods. At closing, $3.75 million of the purchase
price was paid in cash with the balance payable under two five-year promissory
notes aggregating $2.75 million. The cash portion of the purchase price was paid
primarily from bank borrowings. The purchase of Westland was determined by arm's
length negotiations between the parties. Westland designs and manufacturers
custom electrical control panels which are used primarily in the equipment build
industry.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
It is impracticable for the Company to file the financial statements
required for the acquisitions described in Item 2 of this Current Report on Form
8-K concurrently with the filing of this Report. Such financial statements will
be filed with the Commission as soon as the same are available, but in no event
later than 60 days after the date hereof.
(b) Pro forma financial information.
It is impracticable for the Company to file pro forma financial statements
taking into account the acquisitions described in Item 2 of this Current Report
on Form 8-K concurrently with the filing of this Report. Such pro forma
financial statements will be filed with the Commission at the time the financial
statements for these acquisitions are filed.
(c) Exhibits
None.
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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.
PRODUCTIVITY TECHNOLOGIES CORP.
Date: March 9, 2000 By: /s/ Jesse Levine
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Jesse Levine, Chief Financial Officer
