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): August 30, 1996
TRION, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation)
0-3108 25-0922753 (I.R.S. Employer
(Commission File No.) Identification No.)
P.O. Box 760 27331-0760
101 McNeill Road (Zip Code)
Sanford, North Carolina
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (919) 775-2201
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 30, 1996 (the "Closing Date"), Trion, Inc. (the "Registrant")
acquired all of the capital stock of Herrmidifier Company, Inc.
("Herrmidifier") pursuant to the Stock Purchase Agreement dated July 31, 1996,
as amended (the "Stock Purchase Agreement") by and among the Registrant,
Herrmidifier and all of the shareholders of Herrmidifier. In connection with
the acquisition and as of the Closing Date, the shareholders of Herrmidifier
delivered to the Registrant all of the outstanding shares of capital stock of
Herrmidifier in exchange for 500,000 shares of common stock, par value $0.50
per share, of the Registrant (the "Common Stock"). The number of shares of
Common Stock delivered to Herrmidifier pursuant to the Stock Purchase
Agreement was determined by dividing (i) $3,000,000 (the agreed upon purchase
price) by (ii) $6.00, which represents the floor of a range of closing sales
price per share of Common Stock, as reported on the New York Stock Exchange
Composite Tape as published in the Wall Street Journal (Southeast Edition),
for the 20 Trading days ended August 29, 1996, which is the date prior to the
date on which Herrmidifier and the Registrant consummated the Stock Purchase
Agreement described herein. The transaction is structured to be accounted for
as a pooling of interests.
As a result of the acquisition, the Registrant currently owns 100% of
the outstanding capital stock of Herrmidifier. Herrmidifier, a closely held
company organized under the laws of the state of Pennsylvania, and
headquartered in Lancaster, Pennsylvania, manufactures humidification products
for the residential, commercial and industrial markets. The acquisition of
Herrmidifier is part of the Registrant's strategic plan to complement its
internal growth with acquisitions that strengthen its core business in the
indoor air quality (IAQ) market.
For additional information regarding the acquisition, reference is made
to the Stock Purchase Agreement, as amended, incorporated herein by reference
to Exhibits 2.1 and 2.2 to this Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later
than 60 days after September 16, 1996.
(b) Pro Forma Financial Information.
As of the date of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the pro forma financial information required by
this Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after September 16, 1996.
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(c) Exhibits.
The following exhibits are filed herewith or incorporated herein by
reference, as noted:
Exhibit No. Description
2.1 Stock Purchase Agreement dated July 31, 1996 among the
Registrant, Herrmidifier Company, Inc. and all of the
shareholders of Herrmidifier Company, Inc., incorporated
herein by reference to Exhibit 2.1 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996
2.2 Amendment Number One to Stock Purchase Agreement dated
August 30, 1996 among the Registrant, Herrmidifier Company,
Inc. and all the shareholders of Herrmidifier Company, Inc.
99.1 Press Release dated August 30, 1996
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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.
TRION, INC.
By:
Date: September 16, 1996 /s/ Steven L. Schneider
Steven L. Schneider
President and Chief Executive
Officer
Date: September 16, 1996 /s/ Calvin J. Monsma
Calvin J. Monsma
Vice President and Chief Financial
Officer
AMENDMENT NUMBER ONE
TO STOCK PURCHASE AGREEMENT
This Amendment Agreement dated as of August 30, 1996 by and
among HERRMIDIFIER COMPANY, INC., TRION, INC., PETER B.
ALEXANDER, RICHARD J. BLAKINGER, JOHN R. NULL, W. KENT KISE, JR.,
ROBERT B. CLEMENS and THE BLAKINGER FAMILY TRUST.
W I T N E S S E T H:
WHEREAS, the parties hereto have executed and delivered a
Stock Purchase Agreement dated as of July 31, 1996 (the "Stock
Purchase Agreement") pursuant to which Trion, Inc. will acquire
all of the outstanding capital stock of Herrmidifier Company,
Inc.;
WHEREAS, the parties desire to make certain amendments to
the Stock Purchase Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, the
parties hereto agree as follows:
1. Defined Terms. All defined terms used herein shall
have the meanings ascribed to such terms in the Stock Purchase
Agreement.
2. Amendments to Stock Purchase Agreement. The Stock
Purchase Agreement is hereby amended as follows:
a. The reference to "August 31, 1996" in the fifth
line of Section 1.4(a) is hereby changed to "August 30,
1996".
b. Section 9.1 of the Stock Purchase Agreement is
hereby amended to read in its entirety as follows:
"9.1 Survival of Representations. All
representations, warranties and covenants made by any
party in this Agreement shall be deemed to have been
made or given, as the case may be, as of the date
hereof and as of the Closing Date and shall survive the
Closing and any investigation at any time made by or on
behalf of any party."
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c. The term "Reduction of Purchase Price" in the
caption of Section 9.3 is hereby deleted.
d. Section 9.3(a)(iii) is hereby amended to add the
following subparagraph (3) after the phrase "July 1, 1995"
and before the proviso beginning "provided that":
"or (3) relating to those items disclosed in
the Phase I Environmental Site Assessment dated
July 1996 of Cooper Environmental"
e. The number "$3,000,000" in Section 9.3(a) is
hereby deleted and replaced with the following:
"the fair value of the Trion Shares at the
Closing Date based on the Average Price".
f. Section 9.3(c)(iii) is hereby amended to read as
follows:
"(iii) payments shall be paid in cash or
Trion Shares".
g. Section 9.3(c)(iv) is hereby amended to read in
its entirety as follows:
"(iv) Claims or potential Claims for
indemnification under Section 9.3(a)(i) must be
asserted by written letter giving notice of such
Claim to the Stockholders delivered on or before
the date of the auditor's report on the
consolidated financial statements of Trion and its
subsidiaries (including the Company) for the
fiscal year ended December 31, 1996 (except that a
Claim for indemnification for breach of the
representations and warranties of the first
paragraph of Section 4.1 or the second sentence of
the second paragraph of Section 4.1 made by
delivery of such written notice on or before the
date one year from the Closing Date) and, upon
such notice, the right to indemnification shall be
preserved with respect to such Claims beyond such
date"
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h. The following subparagraphs (x) and (xi) are added
to Section 9.3(c):
"(x) Claims for indemnification under Section
9.3(a)(iii)(3)(Environmental) must be made on or
before the date five years following the Closing
Date by written letter to the Stockholders and,
upon such notice, the right to indemnification
shall be preserved with respect to such Claims
beyond such date.
(xi) Claims for indemnification under Section
9.3(a)(ii) must be made on or before the date one
year following the Closing Date by written letter
to the Stockholders and, upon such notice, the
right to indemnification shall be preserved with
respect to such Claims beyond such date."
i. Section 9.3(d) is hereby deleted.
j. No Other Amendment. Except as amended hereby, all
of the terms and conditions of the Stock Purchase Agreement
are hereby ratified and confirmed and remain in full force
and effect.
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IN WITNESS WHEREOF, the parties hereto as undersigned have
set their hands and seals as of the day and year first above
written.
TRION:
TRION, INC.
By:
Name:
Title: President
COMPANY:
HERRMIDIFIER COMPANY, INC.
By:
Name:
Title: President
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(SEAL)
Peter B. Alexander
(SEAL)
Richard J. Blakinger
(SEAL)
John R. Null
(SEAL)
W. Kent Kise, Jr.
(SEAL)
Robert B. Clemens
BLAKINGER FAMILY TRUST
By:
Dan A. Blakinger, Trustee
For more information contact:
C. J. Monsma (919) 775-2201
FOR IMMEDIATE RELEASE
TRION, INC. COMPLETES ACQUISITION OF
HERRMIDIFIER COMPANY, INC.
Sanford, NC, August 30, 1996 -- TRION, INC. (NASDAQ: TRON)
Trion, Inc. completed the acquisition of Herrmidifier Company, Inc. for
$3 million in Trion stock utilizing pooling of interests accounting.
Herrmidifier, headquartered in Lancaster, Pennsylvania with revenues of
approximately $6 million in its latest fiscal year, manufactures
humidification products for residential, commercial and industrial markets.
The acquisition, completed on August 30, 1996, is part of Trion's strategic
plan to complement its internal growth with acquisitions that strengthen its
core business in the indoor air quality (IAQ) market.
In the third quarter 1996, Trion will take a one-time charge to cover
acquisition and related costs as required for pooling of interests accounting
and operating improvements.
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Page 2
August 30, 1996
Trion, Inc.
Steven L. Schneider, President and CEO of Trion, Inc., stated: "This is a
great fit. It is a sound, long-term purchase which strengthens our core
business and fits our market strategy. It makes strategic sense and provides
the opportunity for cost savings and cross-marketing between the two
companies. We believe the synergies are substantial."
"The acquisition of Herrmidifier enhances Trion's growth opportunities and
strengthens its position in the important residential market segment as well
as the commercial/industrial area. Herrmidifier will operate as a wholly
owned subsidiary and as the acquisition is integrated into Trion, we expect it
to make a solid contribution to operating income and earnings per share."
Trion, the leader in indoor air quality (IAQ) since 1947, specializes in
products that focus on health and safety with specific emphasis on the
environment in industry and the home. Trion is a publicly traded company and
is listed as TRON on the NASDAQ exchange.
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