SECURITIES AND EXCHANGE COMMISSION Execution Copy 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) March 3, 1996 ------------------------------- POWER DESIGNS INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New York 0-1921 ll-1708714 - ------------------------------------------------------------------------------- (State or other (Commission File No.) (I.R.S. Employer jurisdiction of Identification Number) organization) incorporation or 14 Commerce Drive, Danbury, Connecticut 068l0 - ---------------------------------------- ------------ (Address of principal executive offices) (Zip Code) (203) 748-7001 - ------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) March 21, 1997 Page l Item 5 As disclosed on a Form 8-K filed on October 28, 1996, on October 11, 1996 the registrant's wholly-owned subsidiary, PDIXF Acquisition Corp. ("PAC"), entered into an Asset Purchase Agreement (the "Agreement") with Technipower, Inc. ("TPI"), Constant Power, Inc. ("CPI") and Penril Datacomm Networks, Inc. ("Penril"), parent of both TPI and CPI. The registrant acquired all of the TPI and CPI assets employed in the manufacture of three product lines. As part of the consideration for the purchase, PAC issued a $2,750,000 Term Note (the "Note") to Penril bearing annual interest of 2% above prime rate, and a maturity date of December 31, 1996. As further disclosed on a Form 8-K dated January 14, 1997, on December 31, 1996, PAC defaulted on the Note, thereby breaching the Agreement. On March 3, 1997, the successors in interest to Penril, Intist Corp. and RDCAN Corp., entered into a Forbearance Agreement with PAC and the issuer which cured the default. Under the Agreement, the Issuer has agreed to make payments of $50,000 per week, followed by a payment of $500,000 on or before April 14, 1997, and a payment equal to the remainder on or before May 31, 1997. Item 7. Exhibits. - ------------------------------------------------------------------- Page in consecutively Exhibit Page numbered copy - ------------------------------------------------------------------- (10) Material Contracts (i) Asset Purchase Agreement (incorporated by reference to Exhibit 10(i) to Form 8-K filed on October 28, 1996) (ii) $2,750,000 Term Note (incorporated by reference to Exhibit 10(ii) to Form 8-K filed on October 28, 1996) March 21, 1997 Page 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 hereunto duly authorized. Date: March 21 1997 By: /s/ Jonathan Betts ------------- ---------------------- Jonathan Betts Chairman of the Board March 21, 1997 Page 3