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) December 11, 1996
Lafayette Industries, Inc.
(Exact name of Registrant as specified in charter)
Delaware 0-25348 11-3190678
(State of (Commission File No.) (IRS Employer
organization) Identification No.)
140 Hindsdale Street
Brooklyn, New York 11207
(Address of principal executive offices)
(718) 346-3099
(Registrant's telephone number)
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Item 5. Other Events.
On December 11, 1996, Lafayette Industries, Inc. issued the press
release attached hereto as Exhibit 99.1, announcing that it had entered into a
letter of intent to acquire New York based SES Holdings, Inc., subject to a
definitive purchase agreement. SES is the owner of several high-tech
manufacturing companies including one which designs and manufactures bill-paying
kiosks and consumer-interactive vending machines.
Item 7. Financial Statements and Exhibits
(C) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
EX-99.1 Press Release From Lafayette Industries, Inc.
(December 11, 1996)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Lafayette Industries, Inc.
By:/s/ Robert L. Jessen
Robert L. Jessen
Chief Executive Officer
Dated: December 19, 1996
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EXHIBITS
Exhibit Number and Description
EX-99.1 Press Release From Lafayette Industries,
Inc. (December 11, 1996)
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Nancy Gillon Lafayette Industries, Inc.
(718) 346-3099 140 Hinsdale Street
Brooklyn, NY 11207
LAFAYETTE INDUSTRIES, INC. ANNOUNCES
INTENT TO PURCHASE SES HOLDINGS, INC.
BROOKLYN, NY, December 11, 1996 - Lafayette Industries, Inc. (NASDAQ
Symbol: LAFI) announced today it had signed a letter of intent to acquire New
York based SES Holdings, Inc. subject to a definitive purchase agreement. SES is
the owner of several high-tech manufacturing companies including one which
designs and manufactures bill-paying kiosks and consumer-interactive vending
machines.
Lafayette is acquiring SES through an exchange of stock with SES's
parent company, SIS Capital Corp. SIS Capital Corp. is a wholly owned subsidiary
of Consolidated Technology Group, Ltd. (NASDAQ Symbol COTG). As a result of the
acquisition, SIS Capital would become the majority stockholder of Lafayette,
holding a combination of common stock and convertible preferred stock which when
converted would result in SIS owning approximately 65% of the issued and
outstanding shares of Lafayette. In addition, SIS would be provided with an
option to acquire, for a nominal consideration, up to 15% of any SES Companies,
upon the occurrence of certain conditions, such as a sale, merger or financing
of any such companies. The transaction is expected to close before year end.
Lafayette CFO, Lloyd Robinson, said the move should propel Lafayette into
several areas of future, dynamic growth.
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"SES has the potential to become a significant factor in several
leading growth industries," Mr. Robinson said. "We believe that we best serve
the interests of Lafayette and our shareholders by incorporating SES into
Lafayette and capitalizing on the strides SES has make in these important
industries of the future."
For the nine-month period ended September 30, 1996, SES had revenues of
approximately $4.9 million with a gross profit of $904,000. After SG&A and
interest, it had a net loss of approximately $1.2 million.
SES's products currently include automated bill payment machines for
utility companies, and prepaid telephone calling card dispensing machines. SES
management believes that the demand for telephone calling cards should continue
to grow rapidly.
Other products of SES include aircraft engine instruments and oil
pressure transmitters, optical encoders, encoding motors, and, under
development, point of sale telephone calling cards.
Lafayette Industries, Inc. and its subsidiaries design, manufacture and
sell to retail stores customized store fixture displays and merchandising
systems as well as large volume industry-standard display systems. Upon
completion of the acquisition, Lafayette's principal business would be the
operations currently conducted by SES Holdings, Inc.
