<PAGE>
UNITED STATES
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): June 12, 2000
NESCO, INC.
-----------
(Exact name of Registrant as specified in its charter)
Oklahoma 000-24470 73-1296420
-------- --------- ----------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
12331 East 60/th/ Street
Tulsa, Oklahoma
---------------
(Address of principal executive offices)
74146
-----
(Zip code)
(918) 250-2227
--------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. Acquisition or Disposition of Assets.
On June 12, 2000, the Registrant acquired from David E. Hopkins and Marie
L. Hopkins ("Sellers") all of the issued and outstanding common stock of Hopkins
Appraisal Services, Inc., a Missouri corporation ("Hopkins"), pursuant to that
certain Stock Purchase Agreement, dated June 12, 2000 (the "Stock Purchase
Agreement"). The consideration for the acquisition was negotiated between the
parties at arm's length and included: (1) cash of up to $3,000,000, of which
$2,800,000 was paid at closing and up to an additional $200,000 will be paid
after possible purchase price adjustments are determined; and (2) up to 250,000
shares of the Registrant's common stock which are to be issued in installments
of up to 50,000 shares per year over the next five years based on the net income
realized by Hopkins during each of the five calendar years beginning with the
year 2000. The Registrant financed the cash portion of the purchase price
through an advance under its current credit agreement with Bank One Oklahoma,
NA. As a result of this transaction, Hopkins became a wholly owned subsidiary of
the Registrant.
As a condition to the Stock Purchase Agreement, the Registrant also entered
into a Real Estate Contract with Sellers to purchase the office building used by
Hopkins as its headquarters located in Independence, Missouri, which Hopkins
leased from Sellers (the "Real Estate Contract"). The office building has a
total of 11,538 square feet and is occupied by Hopkins as its company
headquarters. The purchase consideration was negotiated between the parties at
arm's length and included 100,000 shares of the Registrant's common stock which
were issued to Sellers. The purchase of the office building closed on June 15,
2000.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
As of the date of the filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the complete financial statements
required by Item 7(a) of Form 8-K. Such financial statements shall be filed by
amendment to this Form 8-K no later than 60 days after June 27, 2000.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by Item 7(b) of Form 8-K. Such financial information shall be filed by
amendment to this Form 8-K no later than 60 days after June 27, 2000.
(c) Exhibits.
The Exhibits to this report are listed in the Exhibit Index set forth
elsewhere herein.
<PAGE>
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.
NESCO, Inc.
/s/Larry G. Johnson
Dated: June 19, 2000 By: Larry G. Johnson
Vice President & Secretary-Treasurer
& Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
-------------- ----------- ----
2.1 Stock Purchase Agreement, dated as of June 12, 2000,
by and between David E. Hopkins, Marie E. Hopkins and
NESCO, Inc. (exhibits and schedules listed in the
table of contents have been omitted, but will be
provided to the Securities and Exchange Commission
upon request)
2.2 Real Estate Contract, dated June 12, 2000, by and
between David E. Hopkins, Marie E. Hopkins NESCO,
Inc. (exhibits and schedules listed in the Real
Estate Contract have been omitted, but will be
provided to the Securities and Exchange Commission
upon request)
