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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 26, 2000
PARAVANT INC.
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(Exact name of registrant as specified in its charter)
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Florida 0-28114 59-2209179
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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89 Headquarters Plaza North, Suite 1421, Morristown, NJ 07960
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 631-6190
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 26, 2000, Paravant Inc. ("Paravant"), closed the acquisition of all
of the outstanding shares of capital stock of Triplex Systems Corporation, a
Maryland corporation ("Triplex"), from Harry J. Binck, David E. Bowles and John
B. Dillon. Each of the sellers also entered into three-year employment
agreements with Triplex to continue their services following the closing of the
acquisition. The acquisition was made under the terms and conditions of a Stock
Purchase Agreement dated as of May 26, 2000 (the "Stock Purchase Agreement"),
between Paravant and the sellers. The consideration paid at the closing by
Paravant for the acquisition was $6,000,000 in cash and warrants to purchase
120,000 shares of Paravant's common stock. Under the terms of the Stock Purchase
Agreement, Paravant may pay additional amounts to the sellers after the closing
(1) as a purchase price adjustment based on Triplex's stockholders' equity as of
the closing date and (2) as a cash earn-out payable over two years based upon
the earnings of the acquired business. The purchase price was funded by Paravant
through borrowings under its current line of credit with National City Bank.
Triplex, headquartered in Columbia, Maryland, provides specialized telecom
interfaces and telecom recorders that are engineered to meet specific markets in
the signal intelligence business. A copy of the Stock Purchase Agreement is
filed as Exhibit 2.1 to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. The financial statements
of the business acquired which are required by this Item will be filed by an
amendment to this Report not later than sixty days after the date this Report
was required to be filed.
(b) Pro Forma Financial Information. The pro forma financial
information required to be filed by this Item will be filed by an amendment to
this Report not later than sixty days after the date this Report was required to
be filed.
(c) Exhibits. The following Exhibit is filed as a part of this
report:
2.1 Stock Purchase Agreement dated as of May 26, 2000, by and
among Paravant Inc., Harry J. Binck, David E. Bowles and John B.
Dillon.
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 hereunto duly authorized.
Date: June 7 , 2000 PARAVANT INC.
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By: /s/ John C. Zisko
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John C. Zisko
Vice President and Chief Financial Officer
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PARAVANT INC.
INDEX TO EXHIBITS FILED WITH FORM 8-K
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Exhibit Description of Exhibit
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2.1 Stock Purchase Agreement dated as of May 26, 2000, by and among
Paravant Inc., Harry J. Binck, David E. Bowles and John B. Dillon.
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