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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 33-84262
MVE HOLDINGS, INC. MVE, INC.
(Exact name of co-registrant as (Exact name of co-registrant as
specified in its charter) specified in its charter)
Delaware 41-1641718 Delaware 41-1396485
(State or other (I.R.S. employer (State or other (I.R.S. employer
jurisdiction identification no.) jurisdiction identification no.)
of incorporation or of incorporation or
organization) organization)
3505 County Road 42 West
Burnsville, MN 55306
(Address of principal executive offices)
Registrants' telephone number, including area code: (612) 882-5000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) has been subject to
such filing requirements for at least the past 90 days.
Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filings pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants' knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K for any amendment to
this Form 10-K. Not provided.
Aggregate market value of voting stock held by non-affiliates of the
registrants: Not provided.
Number of shares of Common Stock outstanding as of December 31, 1997: Not
provided.
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This amendment is being filed to revise MVE Holdings, Inc. and Subsidiaries Form
10-K as of December 31, 1997 and 1996, filed March 30, 1998. Please note, the
amendment relates only to the debt restructuring portion of the Subsequent
Events footnote (Number 14). The number of shares of 10% Series AA Cumulative
Preferred Stock involved in the debt restructuring of CAIRE on February 2, 1998
was 820 shares versus 28,957 as previously reported.
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12. FISCAL RESULTS FOR THE TEN MONTHS ENDED DECEMBER 31, 1995 (UNAUDITED)
December 31,
1995
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Net sales $144,183
Cost of sales 103,501
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Gross profit 40,682
Operating expenses:
Selling and Marketing 8,525
General and administrative 10,734
Research and development 4,654
Amortization 4,539
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Total operating expenses 28,452
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Operating income 12,230
Interest expense (13,517)
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Income (loss) before income tax provision
(benefit) and minority interest (1,287)
Income tax provision (190)
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Loss before minority interest (1,477)
Minority interest in net income (133)
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Net loss (1,610)
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13. RELATED PARTY TRANSACTIONS
The Company loaned two shareholders $2,000 on August 27, 1996, to be repaid to
the Company on or before August 27, 2003. Simple interest accrues on the
principal amount at an annual rate of 8%. Principal of $2,000 and accrued
interest of $225 and $56 was outstanding at December 31, 1997 and 1996,
respectively. The loan is secured by Holdings Common Stock owned by the
shareholders.
A director of Holdings has an agreement with the Company which pays an annual
fee of $75 in exchange for consulting services. This agreement has a term of one
year, renewable at the option of Holdings.
Two shareholders have management agreements with the Company which pays a
quarterly fee of $44 each plus expenses. The company paid $401 related to this
agreement in the year ended December 31, 1997.
14. SUBSEQUENT EVENTS
DEBT RESTRUCTURING
On February 2, 1998, CAIRE entered into an agreement whereby a third party
agreed to accept, in full payment of all outstanding indebtedness currently owed
to it by CAIRE, a cash payment of $50 and an option to purchase 820 shares of
10% Series AA Cumulative Preferred Stock (Series AA Preferred Stock), par value
$.01 per share, of CAIRE. Concurrent with the above settlement, MVE accepted, in
full payment of all outstanding unsecured indebtedness currently owed to it by
CAIRE, 632 shares of the Series AA Preferred Stock. Additionally, pursuant to
the February 2, 1998 agreement, MVE purchased all shares of CAIRE common stock
owned by the third party for an aggregate purchase price of one hundred dollars.
The Series AA Preferred Stock has a liquidation preference of $10,000 per share
and is subject to mandatory redemption. Had the restructuring occurred at
December 31, 1997, unaudited pro forma results for 1997 are: extraordinary gain
from extinguishment of debt, net of tax, $3,695; net income $2,634; total
liabilities $187,579; and equity $(115,603).
ACQUISITION
Effective February 18, 1998, the Company acquired a majority interest in Ferox,
a.s., a manufacturer of bulk tanks and other cryogenic equipment located in the
Czech Republic, for $400 in cash and an agreement with the seller to make
additional payments based on certain operational results of Ferox and the
Company. In addition, the Company paid to the seller's parent the sum of $600 in
cash in exchange for an agreement not to compete. The pro forma effect of the
acquisition is not material to the consolidated financial statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
MVE HOLDINGS, INC.
DATE: June 25, 1998 /s/ John M. Kucharik
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John M. Kucharik
President and Chief Executive Officer
/s/ David E. Hoffman
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David E. Hoffman
Chief Financial Officer
MVE, INC.
DATE: June 25, 1998 /s/ John M. Kucharik
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John M. Kucharik
President and Chief Executive Officer
/s/ David E. Hoffman
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David E. Hoffman
Chief Financial Officer
