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U.S. Securities and Exchange Commission
Washington, D.C. 20549
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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 5, 1999
SUMMA INDUSTRIES
(Exact name of registrant as specified in its charter)
DELAWARE 1-7755 95-1240978
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification number)
21250 HAWTHORNE BOULEVARD, SUITE 500, TORRANCE, CALIFORNIA 90503
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (310) 792-7024
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 5, 1999, Plastron Industries, Inc., a newly formed
Delaware corporation and wholly-owned subsidiary of the
Registrant ("Buyer"), consummated its purchase of substantially
all of the assets of Plastron Industries L.P., a Delaware limited
partnership ("Plastron"), pursuant to the terms of that certain
Asset Purchase Agreement dated February 17, 1999 (the "Purchase
Agreement") among Buyer, the Registrant, Plastron and the general
partner of Plastron, Plastron Management, Inc., an Illinois
corporation ("PMI").
The aggregate purchase price paid for Plastron consisted of (i)
$20.0 million in cash, (ii) a four-year warrant exercisable to
purchase up to 200,000 shares of the Registrant's common stock at
$11.75 per share, and (iii) the assumption of certain
liabilities, principally trade payables and accrued obligations
of approximately $1.0 million (net of the estimated effect of a
one time purchase price adjustment to be calculated comparing
Plastron working capital at closing to $1.85 million). The
aggregate purchase price was determined through negotiations
between the Registrant and PMI.
The Registrant also agreed to grant to certain management
employees of Plastron (i) the right to purchase, within thirty
days following consummation of the acquisition (and subject to
the prior filing of the Plastron audited financial statements
required by Item 7 of this current report), up to a maximum of
200,000 restricted shares of the Registrant's common stock at a
recent market price, and (ii) an equal number of non-statutory
stock options to acquire the Registrant's common stock at the
same recent market price, with such options to vest based on the
percentage obtained by dividing the net income of Buyer after
closing by $3.0 million, or fully in nine years. Additionally,
12,000 similarly priced non-statutory stock options will be
granted to consultants of Plastron.
Plastron is a leading manufacturer of precision thermoplastic
parts for wound electronic components such as transformers,
relays and coils, known in the industry as coil forms or
"bobbins." Plastron's assets consist primarily of real property,
plant and equipment, molds, trade accounts receivable and
inventory. All of the acquired assets, which are located in
Bensenville, Illinois, will be used in the on-going operations of
Buyer in a manner consistent with their prior use.
The funds used for the cash portion of the purchase price were
borrowed from the Registrant's primary lender, Comerica
Bank-California, a California banking corporation ("Lender"),
pursuant to an Amended and Restated Loan Agreement dated March 5,
1999 (the "Loan Agreement"). Lender agreed to act as the agent
under the Loan Agreement for the various financial institutions
that may become parties thereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of Plastron required by
Item 7 are filed herewith as Exhibit 99.1 to this current
report.
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(b) Pro Forma Financial Information.
It is currently impracticable to file the required pro
forma financial information in this current report. The
required pro forma financial information will be filed
under cover of the registrant's next Form 10-Q or Form
8-K/A as soon as practicable, but in no event later than
sixty days after the date by which this current report
must be filed.
(c) Exhibits.
Exhibit Description
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2.1 Asset Purchase Agreement dated February 17,
1999 among Buyer, Plastron, the Registrant
and PMI relating to the purchase of
substantially all of the assets of Plastron
by Buyer.
4.1 Warrant dated March 5, 1999 issued by the
Registrant to Plastron providing for the
issuance from time to time of up to 200,000
shares of the Registrant's common stock at
an exercise price of $11.75 per share,
including registration rights.
10.1 Amended and Restated Loan Agreement dated
March 5, 1999 among the Registrant and
Lender.
10.2 Plastron Industries Acquisition Stock Option
Plan providing for the issuance of options
to purchase up to 200,000 shares of the
Registrant's common stock.
23.1 Consent of Friedman Eisenstein Raemer and
Schwartz, LLP to the use of their report in
this current report.
99.1 Financial Statements of Plastron as of
December 31, 1998 and 1997 together with the
manually signed report of independent public
accountants dated January 20, 1999 issued by
Friedman Eisenstein Raemer & Schwartz, LLP
covering such financial statements of
Plastron.
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SIGNATURE
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.
SUMMA INDUSTRIES,
a Delaware corporation
Date: March 15, 1999 By: /s/ James R. Swartwout
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James R. Swartwout
President
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EXHIBIT INDEX
Exhibit Description
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2.1 Asset Purchase Agreement dated February 17, 1999 among
Buyer, Plastron, the Registrant and PMI relating to the
purchase of substantially all of the assets of Plastron by
Buyer.*
4.1 Warrant dated March 5, 1999 issued by the Registrant to
Plastron providing for the issuance from time to time of
up to 200,000 shares of the Registrant's common stock at
an exercise price of $11.75 per share, including
registration rights. *
10.1 Amended and Restated Loan Agreement dated March 5, 1999
among the Registrant and Lender.*
10.2 Plastron Industries Acquisition Stock Option Plan
providing for the issuance of options to purchase up to
200,000 shares of the Registrant's common stock.
23.1 Consent of Friedman Eisenstein Raemer and Schwartz, LLP to
the use of their report in this current report.
99.1 Financial Statements of Plastron as of December 31, 1998
and 1997 together with the manually signed report of
independent public accountants dated January 20, 1999
issued by Friedman Eisenstein Raemer & Schwartz, LLP
covering such financial statements of Plastron.
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* Exhibits 2.1, 4.1 and 10.1 contain listings of the schedules and/or exhibits
to the exhibit document. The registrant agrees to furnish supplementally a copy
of any such omitted schedule or exhibit to the Securities and Exchange
Commission upon request.