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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 18, 1996
CENSTOR CORP.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
000-25012 94-2775712
(Commission File Number) (IRS Employer Identification No.)
2105 Hamilton Ave., Suite 270, San Jose, CA 95125
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 298-8400
530 Race Street, San Jose, CA 95126
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On July 18, 1996, Censtor Corp., a California corporation (the
"Registrant"), sold to Read-Rite Corporation, a Delaware corporation
("Read-Rite"), for $9,025,000 in cash (of which $2,500,000 will be paid between
November 15, 1996 and April 18, 1997) all of the Company's research and
development operations, including most of the assets and contracts related
thereto, and granted to Read-Rite a non-exclusive license to the Company's
intellectual property including the Company's rights in patents, technology and
software.
To determine the consideration paid to the Registrant, the Registrant
considered such factors as cash and non-cash consideration offered by Read-Rite,
financial condition and results of operations of the Registrant, future
prospects of the Registrant's business and technology, the opinion of a
financial advisor, likelihood of consummation, compatibility of assets and
license being transferred and the effect on employees and customers.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information is incorporated by reference to the
Definitive Proxy Statement filed with the Securities and Exchange
Commission on July 1, 1996.
(c) Exhibits
2.1 Agreement for Purchase and Sale of Assets, dated March 29, 1996, by
and between Read-Rite Corporation, a Delaware corporation, and
Censtor Corp., a California corporation is incorporated by
reference to the Definitive Proxy Statement filed with the
Securities and Exchange Commission on July 1, 1996.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereto duly authorized.
Censtor Corp.
Date: August 1, 1996 By: \s\ Sabine Austin
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Sabine Austin
Finance Director and Secretary
