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): October 6, 1997
THE HARTCOURT COMPANIES, INC.
(Exact name of registrant as specified in its charter)
UTAH
(State or other jurisdiction of incorporation)
0011-12671 87-0400541 (I.R.S.
(Commission File No.) (Employer Identification No.)
19104 S. Norwalk Boulevard 90701
Artesia, California (Zip Code)
(Address of Principal Executive Office)
Registrant's telephone number,
including area code: (562) 403-1126
N.A.
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On October 6, 1997 The Hartcourt Companies, Inc., a Utah Corporation
(Registrant), completed the purchase of all of the outstanding stock of Pego
Systems, Inc. (Pego Systems) for $2,450,000. The agreement provides for payment
of $500,000 cash, $1,500,000 in Hartcourt Cos. Preferred Stock, Series C and
$450,000 in restricted Hartcourt Cos. Common Stock. The $500,000 cash used in
the transaction came from the sale of restricted common shares of the
Registrant. The Hartcourt Cos. Preferred Stock, Series C provides for quarterly
redemption of $250,000 per quarter, over the six calendar quarters following the
closing date.
Consideration for the acquisition of Pego Systems, Inc. was based on the
value of the assets of Pego Systems, its earnings and cashflow potential and,
above all, the goodwill that Pego Systems has generated over its 27 year
existence.
The outstanding stock of Pego Systems was acquired from Simerco Trading,
Ltd. (a British Virgin Islands Company) and from Michael J. Caruana, who is also
a Director of the Registrant.
Pego Systems is a manufacturers' representative organization and also
offers a full line of value added services including distribution, service, and
the manufacturing of custom process equipment packages. The Company's primary
focus is air and gas handling equipment. Key applications for the products and
services that Pego Systems sells include pneumatic conveying, combustion process
air, wastewater secondary treatment applications of aeration and digester gas
mixing, bottle and can drying, contaminated soil vapor extraction, and landfill
gas handling. Pego Systems' markets include the Petro-Chemical industry, most
processing companies, food industry, brewing industry, cement plants and many
general industrial operations, as well as waste water treatment plants. The
environmental market for pollution control through vapor extraction and other
means is emerging as an area of major focus for Pego Systems.
The Registrant does not intend any changes in management and will operate
Pego Systems as a wholly-owned subsidiary.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of Pego Systems, Inc. for the years ended June
30, 1997 and 1996 are filed with this report as Exhibit 1.
(b) Pro forma Financial Information.
The unaudited pro forma condensed financial statements are filed with this
report as Exhibits 2 & 3.
(c) Exhibits.
The exhibits to this Report are listed in the Exhibit index set forth elsewhere
herein.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE HARTCOURT COMPANIES, INC.
Date: October 18, 1997 By:________________________________
Dr. Alan Phan
President
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Exhibits Index
Exh.
No.
- -----
1 Audited financial statements of Pego Systems, Inc. for the years ended
June 30, 1997 and 1996.
2 Unaudited pro forma condensed consolidated balance sheet of Registrant as
of June 30, 1997 and December 31, 1996.
3 Unaudited pro forma condensed consolidated statements of income for the
six and twelve months ended June 30, 1997 and December 31, 1996,
respectively.
4 Copy of Agreement between Registrant and the shareholders of Pego
Systems, Inc. for the purchase by Registrant of all of the outstanding
stock of Pego Systems, Inc.
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