CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2001
Gentner Communications Corporation
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(Exact Name of Registrant as Specified in its Charter)
UTAH 17219 87-0398877
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
1825 Research Way, Salt Lake City, Utah 84119
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(Address of Principal Executive Offices) (Zip Code)
(801) 975-7200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 12, 2001, pursuant to an "Asset Purchase Agreement" dated April
12, 2001, Gentner Communications Corporation (the "Registrant") sold
substantially all of the assets (the "Transaction") of its Remote Facilities
Management division (the "RFM division") to Burk Technology of Littleton, MA
("Burk"). Burk is a privately-held developer and manufacturer of broadcast
facility control systems products (the "Business"). In the Transaction, the
Registrant retained all of the liabilities of the RFM division, other than with
respect to (i) unfilled customer orders, and (ii) warranty obligations of
Registrant to its existing customers, and for inventory sold to Burk in the
Transaction. Burk will perform warranty service on a burdened cost basis,
payable by Registrant. As part of the Transaction, Registrant agreed not to
compete with Burk in the Business for a period of five (5) years.
The Registrant will account for the sale of these assets under the
purchase method of accounting. The assets were sold to Burk for $3.2 million,
including $750,000 at closing, and $1.75 million in the form of a seven (7) year
promissory note, with interest at the rate of nine percent (9%) per annum,
secured by a subordinate security interest in the personal property of Burk.
In addition, up to $700,000 is payable as a commission over a period of
up to seven years. The commission is based on a percentage of the increase in
net sales experienced by Burk after the closing of the Transaction. The increase
will be measured from a base amount derived from historic net sales figures of
both Registrant and Burk.
The total value of the consideration received for the assets was
determined based on arm's length negotiations between the Registrant and Burk,
that took into account a number of factors of the business including historic
revenues, operating history, products, intellectual property and other factors.
There were no material relationships between the Registrant and Burk prior to
completion of this transaction.
The assets sold were used in the development and support of the
Registrant's component technology products for broadcast facility control
systems.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
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The Exhibit Index appearing on page 4 is incorporated herein by
reference.
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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.
Gentner Communications Corporation
(the Registrant)
By: /s/Susie Strohm
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Susie Strohm
Vice President, Finance
(Duly authorized Officer and Principal
Financial and Accounting Officer)
Dated: April 26, 2001
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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2.1 Asset Purchase Agreement including E-1
material attachments (Installment
Promissory Note, Subordinate Security
Agreement, Commission Agreement,
Seller's Non-Compete Agreement, and
Bill of Sale).
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