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): June 8, 1995
Air Express International Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8306 36-2074327
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
120 Tokeneke Road, Darien, Connecticut 06820
(Address of Principal Executive Offices)
(203) 655-7900
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 pages
Exhibit Index on page 4
Item 2. Acquisition or Disposition of Assets.
a)On June 8, 1995, Air Express International Corporation ("AEI"), a Delaware
corporation, acquired all of the outstanding shares of capital stock of
Radix Ventures, Inc. ("Radix"), a Delaware corporation, pursuant to an
Agreement and Plan of Reorganization dated May 3, 1995 between AEI and
Radix. In exchange for 771,500 of Radix common shares, AEI issued
approximately 980,000 of its $.01 par value common shares and
approximately $.5 million in cash. AEI shares were issued from its
existing authorized capital stock, and the cash was paid out of working
capital. The purchase price payable to Radix stockholders was
approximately $24.4 million, and was determined based upon negotiations
between the parties. The acquisition will be accounted for as a purchase.
Item 7. Financial Statements and Exhibits.
a)Financial statements of business acquired.
1) Consolidated financial statements of Radix for the fiscal year ended
July 31, 1994 (Audited).
2) Consolidated financial statements of Radix for the nine months ended
April 30, 1995 (Unaudited).
The above financial statements have been previously filed by Radix with
the Securities and Exchange Commission under Commission number 2-94692.
Therefore, the information required by (a) is incorporated by reference to
the financial statements contained in these filings; which financial
statements are also included as exhibits to this report. The related 10-K
and 10-Q filings of Radix in which such financial statements are contained
are expressly not incorporated by reference.
b)Pro forma financial information.
Because of the impracticability of filing herewith, AEI will file as an
amendment, no later than August 22, 1995, the following pro forma
financial information:
1) AEI pro forma consolidated balance sheet as of March 31, 1995
(Unaudited).
2) AEI pro forma consolidated statement of income for the year ended
December 31, 1994 (Unaudited).
3) AEI pro forma consolidated statement of income for the three month
period ended March 31, 1995 (Unaudited).
c)Exhibits.
1) Consolidated financial statements of Radix for the fiscal year ended
July 31, 1994 (Audited).
2) Report of Independent Auditors.
3) Consolidated financial statements of Radix for the nine months ended
April 30, 1995 (Unaudited).
(2)
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 thereunto duly authorized.
Air Express International Corporation
(Registrant)
Date: June 22, 1995 /s/ Dennis M. Dolan
Dennis M. Dolan
Vice President and
Chief Financial Officer
(Principal Financial Officer)
(3)
Exhibit Index
EX99-A Consolidated financial statements of Radix for the
fiscal year ended July 31, 1994 (Audited)
EX99-B Report of Independent Auditors
EX99-C Consolidated financial statements of Radix for the
nine months ended April 30, 1995 (Unaudited)
(4)