SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 16, 1998
INNOVATIVE VALVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-23231 76-0530346
(State or other jurisdiction (I.R.S. Employer
of incorporation) (Commission File Number) Identification No.)
2 NORTHPOINT DRIVE, SUITE 300
HOUSTON, TEXAS 77060
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 925-0300
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 16, 1998 (the "Closing Date"), Innovative Valve
Technologies, Inc., a Delaware corporation (the "Company"), acquired (the
"Acquisition") IPS Holding, Ltd., a Delaware corporation ("IPS Holding"), and
its direct and indirect subsidiaries, International Piping Services Company,
IPSCO (U.K.) Limited, Mid-America Energies, Corp. and IPSCO-Florida, Inc. (the
"IPSCO Subsidiaries" and, collectively with IPS Holding, "IPSCO") through (i) a
merger of IPS Holding with a wholly-owned subsidiary of the Company
("Acquisition Sub"), and (ii) several stock purchase transactions with the
minority stockholders of the IPSCO Subsidiaries. The Company completed the
Acquisition pursuant to a Merger Agreement, dated as of March 16, 1998, among
the Company, Acquisition Sub, the stockholders of IPS Holding and IPSCO, and
several separate Stock Acquisition Agreements among the Company and the minority
stockholders of the IPSCO Subsidiaries, who collectively owned all of the equity
ownership interests of the IPSCO Subsidiaries not owned by IPS Holding. As
consideration for the Acquisition, the Company (i) paid an aggregate cash
acquisition price of $7,776,632, and (ii) issued 807,828 shares of Company
common stock. In addition, IPSCO had outstanding indebtedness of $4,078,233
which became indebtedness of Acquisition Sub. The Company funded the payment of
the cash acquisition price through borrowings under its credit facility with
Chase Bank of Texas, National Association, as agent, and the other lenders party
thereto. The parties determined the consideration for the Acquisition through
arm's-length negotiations.
IPSCO, with its headquarters in Downers Grove, Illinois and through
its domestic operating locations in Florida, Illinois, New Jersey, North
Carolina and Texas and its international operations in England, Germany and the
United Arab Emirates, provides on-line piping and valve services which include
hot tapping, line stopping and leak sealing. In addition, IPSCO manufactures
certain small diameter hot tapping and line stopping machinery for sale to
industrial customers and service companies engaged in the provision of hot
tapping and line stopping services. The customer base for IPSCO's on-line
services includes the chemical, petrochemical and municipal water industries.
The Company intends to use the acquired operations in the manner previously used
by IPSCO.
A copy of the Company's March 19, 1998 press release that relates to
the Acquisition is included as Exhibit 99.1 to this Report and incorporated
herein by reference thereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The historical financial statements of IPSCO set forth in the
Company's Registration Statement on Form S-4 (Reg. No. 333-49283) are
incorporated herein by reference thereto. A copy of such financial statements is
included as Exhibit 99.2 to this Report.
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(b) PRO FORMA FINANCIAL INFORMATION.
The Unaudited Pro Forma Combined Financial Statements set forth in
the Company's Registration Statement on Form S-4 (Reg. No. 333-49283) are
incorporated herein by reference thereto. A copy of such Unaudited Pro Forma
Combined financial statements is included as Exhibit 99.3 to this Report. In
addition, the Consolidated Balance Sheet of the Company and its subsidiaries as
of March 31, 1998, reflecting, among other things, the Company's acquisition of
IPSCO, is incorporated herein by reference to Item 1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998. A copy of such
Consolidated Balance Sheet, along with the other interim financial statements of
the Company and its subsidiaries included in Item 1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998, is included as Exhibit
99.4 to this Report.
(c) EXHIBITS
2* Merger Agreement, dated as of March 16, 1998, by and among
Innovative Valve Technologies, Inc., IPSCO Acquisition, Inc., IPS
Holding, Ltd. ("IPS"), the Subsidiaries of IPS named therein and the
Stockholders of IPS named therein. Pursuant to Item 601(b)(2) of
Regulation S-K, the Company has omitted certain Schedules and
Exhibits to the Merger Agreement (all of which are listed therein)
from this Exhibit 2. It hereby agrees to furnish supplementally a
copy of any such omitted item to the Securities and Exchange
Commission on its request.
23.1 Consent of Arthur Andersen LLP
99.1* Press release issued March 19, 1998.
99.2 IPS Financial Statements.
99.3 Innovative Valve Technologies, Inc. Pro Forma Financial Information.
99.4 Item 1 (Financial Statements) of Innovative Valve Technologies,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
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* Previously filed.
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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.
INNOVATIVE VALVE TECHNOLOGIES, INC.
/s/ CHARLES F. SCHUGART
By: Charles F. Schugart
Chief Financial Officer and Senior
Vice President - Corporate Development
Date: May 29, 1998