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: JANUARY 5, 1998
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(Date of earliest event reported)
IPI, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 0-23902 41-1449312
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(State or other jurisdiction of Commission File No. (I.R.S. Employer
incorporation or organization) Identification No.)
15155 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
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(Address of principal executive offices) (Zip Code)
(612) 975-6200
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(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant.
On January 5, 1998, Jacobs Industries, Inc. ("JII") sold 1,608,500
shares (approximately 34%) of common stock, par value $.01 per share, of IPI,
Inc. ("Common Stock") to Marshall Financial Group, Inc. ("Marshall"), and
certain affiliates of Marshall, pursuant to an Option Agreement, Security
Agreement and Buy-Sell Agreement, dated May 28, 1997 (the "Agreement") for a
purchase price per share of $4.20 (which included the $.50 per share price paid
by Marshall for the option right). In addition, concurrently with such sale, JII
and Marshall each exercised an option agreement, on substantially the same
terms, with Dorothy Galloway, wife of a former officer and director of IPI and
the holder of approximately 6.7% of the Common Stock, for the purchase and sale
of an aggregate of 158,544 shares of the Common Stock.
The Galloway option agreements were exercised on substantially similar
terms as the JII-Marshall option agreement. The price for the shares purchased
pursuant to each option agreement was paid one-half in cash (less the cash paid
in May 1997 for the option price) on January 5, 1998 and one-half in a
promissory note of the purchaser, due and payable January 5, 1999 and bearing
interest (payable quarterly) at 1% per annum in excess of the prime rate in
effect from time to time at U.S. Bancorp. A portion of the shares purchased
pursuant to the three option agreements are pledged to the seller to secure the
respective promissory notes.
In addition, Ms. Galloway sold her remaining 158,543 shares
(approximately 3.3%) of Common Stock, for all cash at a per share price of
$4.00, to Marshall, JII, their affiliates or affiliates of IPI.
According to information provided to the shareholders of the Company in
May 1997 by Marshall, Dennis M. Mathisen is the President, Chief Executive
Officer and sole shareholder of Marshall. JII is owned 66.72% by Irwin Jacobs.
Based on information provided to the Company, after completion of all
transactions described above, JII owns 1,672,772 shares (approximately 35%) and
Marshall and Mr. Mathisen own an aggregate of 1,601,044 shares (approximately
34%). In addition to the above shares, based on information provided to the
Company, officers, directors and affiliates of Marshall own an additional 4% of
the Common Stock and officers, directors and affiliates of the Company who are
not affiliated with Marshall own an additional 9% of the Common Stock.
Pursuant to the Agreement, JII and Marshall have entered into a
buy-sell agreement, pursuant to which either party has the right to purchase
certain shares owned by the other party, or to require the other party to
purchase certain of its shares. The buy-sell agreement terminates upon mutual
agreement of JII and Marshall. JII owns 1,672,772 shares subject to the buy-sell
agreement, and Marshall owns 1,592,044 shares subject to the buy-sell agreement.
On January 5, 1998, the Company issued a press release describing the
above transactions.
Item 5. Other Events.
In December 1997, Thomas Galloway resigned as an officer and director
of the Company. The Board of Directors elected Dennis M. Mathisen, President of
Marshall, to fill such vacancy. The Compensation Committee and the Audit
Committee are now currently composed of Howard Grodnick, Daniel Lindsay and
Kenneth Roering. The current Board will serve until the annual
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shareholder meeting, to occur in April 1998.
Item 7 (c). Exhibits.
20 Press Release dated January 5, 1998.
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.
Dated: January 12, 1998 IPI, Inc.
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Registrant
By: /s/ David Engel
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David Engel
Chief Financial Officer
Exhibit 20
Press Release
DENNIS M. MATHISEN'S MARSHALL FINANCIAL GROUP, INC. EXERCISES ITS OPTION TO
PURCHASE 1,608,500 SHARES OF IPI STOCK FROM JACOBS INDUSTRIES, INC.
MINNEAPOLIS, Jan. 5 / PRNewswire/ -- IPI, Inc. (Nasdaq: INST - news), the parent
company of Insty-Prints, Inc., franchisor of approximately 275 Insty-Prints
fast-turnaround business printing centers, announced today that its principal
shareholder, Jacobs Industries, Inc. ("Industries"), has sold 50% of Industries'
holdings in IPI (1,608,500 shares) to Marshall Financial Group, Inc. ("MFG").
The total purchase price of the shares (including the price of the option) is
$6,755,700, or $4.20 per share. Concurrent with the sale by Industries to MFG,
each of Industries and MFG purchased additional shares from another shareholder
of IPI. After exercising the option, and the purchase of other shares, each of
Industries and MFG, together with persons associated with them, will own
approximately 37% of the total outstanding common stock of IPI. The existence of
this option was disclosed in May of 1997.
MFG is a Minneapolis-based merchant banking firm that has specialized in the
financial services industry, Mr. Dennis M. Mathisen, President of MFG, was an
associate of Irwin Jacobs, principal shareholder of Industries, from 1977 to
1988. Mathisen founded the banking organization that grew to be known as
Mountain Parks Financial Corp., which was sold to Community First Bankshares,
Inc. In addition, Mathisen has been involved in various other investment and
merchant banking activities.
Mr. Mathisen joined the IPI Board of Directors in December 1997. Mr. Mathisen's
addition as a board member and principal shareholder complements IPI's external
growth strategy of looking at acquisitions or related transactions within and
outside of the printing industry where IPI's financial resources, management and
operating systems can add significant value.
IPI, Inc., founded in 1966, had total 1996 system sales of approximately $123
million.
