SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 7, 1998
Date of Report (date of earliest event reported)
BOATRACS, INC.
(Exact Name of Registrant as Specified in its Charter)
California 0-11038 33-0644381
(State or Other (Commission (IRS Employer Iden-
Jurisdiction of File Number) tification Number)
Incorporation)
10675 Sorrento Valley Road, Suite 200
San Diego, California 92121
(Address of Principal Executive Offices
Including Zip Code)
(619) 657-0100
(Registrant's Telephone Number,
Including Area Code)
Page 1 of 4 pages.
Item 2. Acquisition or Disposition of Assets.
On July 7, 1998, Boatracs, Inc., a California corporation
(the "Company") acquired Enerdyne Technologies, Inc., a
California corporation ("ET, Inc."). The acquisition was
effected by means of a merger whereby Enerdyne was merged with
and into the Company's wholly owned subsidiary, Boatracs
Acquisition, Inc., a California corporation ("Boatracs
Acquisition"). Boatracs Acquisition has changed its name to
Enerdyne Technologies, Inc. ("Enerdyne") and will continue ET,
Inc.'s business of providing versatile, high performance digital
video compression products to the governmental and commercial
markets.
Pursuant to the terms of an Agreement and Plan of
Reorganization dated as of July 7, 1998 (the "Merger Agreement"),
by and between the Company, ET, Inc., and the shareholders of ET,
Inc., the merger consideration paid to the shareholders of ET,
Inc., which was agreed upon between the parties in arm's length
negotiations, consisted of an aggregate of: (i) $1,953,800 in
cash, (ii) $7,815,200 principal amount of senior promissory notes
payable on July 7, 1999 and bearing interest at 8.5% per annum
("Senior Notes"), (iii) $1,953,800 principal amount of
subordinated promissory notes ("Subordinated Notes") with
specified minimum annual payments and any remaining amounts
payable June 30, 2002 and bearing interest at 8.5% per annum,
(iv) 2,930,700 shares of Common Stock of the Company and (v)
warrants ("Warrants") expiring on June 30, 2002 to purchase
488,450 shares of Common Stock of the Company at a purchase price
of $2.00 per share. Subject to terms and conditions stated
therein, the Senior Notes are secured by all of the assets of ET,
Inc. and two of the Company's directors, officers and significant
shareholders each severally guaranteed one-third of the unpaid
principal balance of the Senior Notes as of July 7, 1999. The
Company also agreed to satisfy the obligations of ET, Inc.
regarding payments to its financial advisors through delivery of
$46,200 in cash, $184,800 of Senior Notes, $46,200 of
Subordinated Notes, 69,300 shares of Common Stock and Warrants
for the purchase of 11,550 shares of Common Stock.
The funds for the cash payment were generated by the sale of
a promissory note payable to the Company from the Company's
president to an unrelated third party and from working capital.
Irene Shinsato, one of the shareholders of ET, Inc., has
been engaged for a one year term as President of Enerdyne and
Scott Boden, the other shareholder of ET, Inc., has been employed
for a two year term as Enerdyne's Chief Technical Officer.
Pursuant to the terms of their employment agreements, the Company
granted each of them a nonstatutory stock option, vesting on the
expiration date of their respective employment agreements, to
purchase 500,000 shares of the Company's common stock at an
exercise price of $2.00 per share.
The foregoing description of the transactions contemplated
by the Merger Agreement, and the ancillary agreements entered
into therewith, is qualified in its entirety by reference to the
Merger Agreement, a copy of which is filed as an exhibit to this
Form 8-K and incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acquired.
To be filed by amendment within 60 days after date of this
report.
(b) Pro Forma Financial Information.
To be filed by amendment within 60 days after date of this
report.
(c) Exhibits
Exhibit
Number Description
2.1 Agreement and Plan of Reorganization dated of July
7, 1998 by and between Boatracs, Inc., a California
corporation, Enerdyne Technologies, Inc., a California
corporation, Boatracs Acquisition, Inc., a California
corporation, and Scott T. Boden and Irene Shinsato.
Schedules and attachments to the Agreement and Plan of
Reorganization are listed in the Index to Exhibits at
the foot of the table of contents of the Agreement and
Plan of Reorganization and are not included with this
report. Boatracs, Inc. hereby undertakes to file the
schedules and attachments upon request of the
Commission.
10.1 (a) Employment Agreement dated July 7, 1998 between Scott
T. Boden and Enerdyne Technologies, Inc., a California
corporation.
10.1 (b) Option Agreement dated July 7, 1998 between Scott T.
Boden and Boatracs, Inc., a California corporation.
10.2 (a) Employment Agreement dated July 7, 1998 between Irene
Shinsato and Enerdyne Technologies, Inc., a California
corporation.
10.2 (b) Option Agreement dated July 7, 1998 between Irene
Shinsato and Boatracs, Inc., a California corporation.
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.
Dated: July 21, 1998 Boatracs, Inc.
By:/S/Jon Gilbert
Jon Gilbert,
President and Chief Executive Officer
Page 4 of 4 pages.