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): February 27, 1998
INNOVATIVE VALVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-23231 76-0530346
(State or other jurisdiction of (I.R.S. Employer
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
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 1998 (the "Closing Date"), Innovative Valve
Technologies, Inc., a Delaware corporation (the "Company"), acquired Cypress
Industries, Inc., an Illinois corporation ("Cypress"), through a stock purchase
transaction (the "Acquisition"). The Company completed the Acquisition pursuant
to a stock purchase agreement dated as of February 27, 1998 among the Company,
Cypress, Robert J. Gerth, Robert J. Gerth Trust, Roger A. Szafranski and Roger
A. Szafranski Trust (collectively, the "Stockholders"). As consideration, the
Company paid an aggregate cash purchase price of $11,808,000 and effectively
assumed $5,192,000 of debt. In addition, Cypress distributed $343,000 to the
Stockholders in respect of federal and state taxes attributable to its income
for 1997. The total consideration for the Acquisition is subject to adjustment
for any changes in Cypress' working capital from December 31, 1997 to February
27, 1998. The Company funded the payment of the cash purchase price through
borrowings under its credit facility with Chase Bank of Texas, N.A., as agent,
and the other lenders party thereto. The parties determined the consideration
for the Acquisition through arm's-length negotiations.
Cypress, through its three operating divisions, provides field
machining, valve repair, specialized welding and babbitt bearing repair services
to its customers, which include the power utility industry, steel mills and
other related industrial markets. Cypress is headquartered in Schaumburg,
Illinois and has operating locations in Cincinnati, Ohio and Atlanta, Georgia.
The Company intends to use the acquired operations in the manner previously used
by Cypress.
A copy of the Company's March 5, 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 Cypress 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.
(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
Cypress, 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* Stock Purchase Agreement dated as of February 27, 1998 by and
among Innovative Valve Technologies, Inc., Cypress Industries,
Inc. and the Stockholders named therein. Pursuant to Item
601(b)(2) of Regulation S-K, the Company has omitted certain
Schedules and Exhibits to the Stock Purchase 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 Crowe, Chizek and Company LLP
99.1* Press release issued March 5, 1998.
99.2 Cypress Industries, Inc. 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.
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.
By: /s/ CHARLES F. SCHUGART
Charles F. Schugart
Chief Financial Officer and
Senior Vice President -
Corporate Development
Date: May 29, 1998