UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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) September 20, 2004
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Jaco Electronics, Inc.
(Exact name of registrant as specified in charter)
New York 000-05896 11-1978958
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
145 Oser Avenue, Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 273-5500
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N/A
(Former name or former address, if changed since last report)
Item. 2.01. Completion of Acquisition or Disposition of Assets
On September 20, 2004, we completed the sale of substantially all of the assets
of our non-core contract manufacturing subsidiary, Nexus Custom Electronics,
Inc., to a subsidiary of Sagamore Holdings, Inc. for $12.0 million and the
assumption of certain liabilities. Pursuant to the agreement, Sagamore Holdings
has entered into a contract that designates us as a key supplier of electronic
components to its subsidiary for a period of five years.
Under the terms of the agreement, we received $9.25 million of the purchase
consideration in cash at closing. The balance of the purchase consideration will
be satisfied through a $2.75 million subordinated note issued by the purchaser.
We may also receive up to $1 million as consideration under a six-year earn-out
agreement with Sagamore. As a result of the sale, we will classify the
operations of Nexus Custom Electronics as "discontinued" as of July 1, 2003 (the
beginning of the our 2004 fiscal year).
A copy of the press release which we issued on September 21, 2004 reporting the
sale is furnished with this report as Exhibit 99.1. The information in the
release not otherwise disclosed in this report is being furnished and is not
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, and shall not be deemed incorporated by reference in any filings
under the Securities Act of 1933, as amended, unless specifically stated so
therein.
Forward-Looking Statements
Statements contained in Exhibit 99.1 to this report that state the Company's or
its management's expectations or predictions of the future are forward-looking
statements intended to be covered by the safe harbor provisions of the
Securities Act of 1933 and the Securities Exchange Act of 1934. The Company's
actual results could differ materially from those contained in such
forward-looking statements. The factors that may affect those results include
those mentioned in the documents that the Company has filed with the Securities
and Exchange Commission.
Item 9.01. Financial Statements and Exhibits
Exhibit
Number Description
10.___ Asset Purchase Agreement made and entered into as of
September 20, 2004 among Sagamore Holdings, Inc., NECI
Acquisition, Inc., Nexus Custom Electronics, Inc.
and Jaco Electronics, Inc.
99.1 Press release dated September 21, 2004.
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.
JACO ELECTRONICS, INC.
Date: September 23, 2004 By: /s/ Jeffrey D. Gash
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Jeffrey D. Gash,
Executive Vice President
EXHIBIT INDEX
Exhibit
Number Description
10.___ Asset Purchase Agreement made and entered into as
of September 20, 2004 among Sagamore Holdings, Inc.,
NECI Acquisition, Inc., Nexus Custom Electronics,
Inc. and Jaco
Electronics, Inc.
99.1 Press release dated September 21, 2004.