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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 Security Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 1997
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SMITH TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-14992 38-2294876
(State of other jurisdiction of (Commission File (IRS Employer
incorporated organization) Number) identification No.)
Bayview Corporate Center
3501 Jamboree Road, South Tower
Suite 304
Newport Beach, CA 92660
(address of principal executive offices)
Registrant's telephone number, including area code: (714) 737-7900
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Item 2. Acquisition or Disposition of Assets
On August 20, 1997, the Company and its subsidiaries BCM Engineers Inc., a
Delaware corporation, BCM Engineers Inc., a Pennsylvania corporation, BCM
Engineers Inc., an Alabama corporation, BCM Engineers Inc., a West Virginia
corporation, as Sellers, completed the sale of certain assets used by the
Company in the conduct of the Engineering Division to ATC Group Services Inc.,
a Delaware corporation ("ATC"). Consideration for the transaction consisted of
$5,425,539 cash, a promissory note in the amount of $2,750,000 payable 6 months
after closing, a second promissory note in the amount of $200,000 payable 30
days after closing, and the assumption by ATC of liabilities not to exceed
$4,301,000. The consideration represented by the promissory notes and the
assumed liabilities is subject to reduction through offset due to uncollectible
receivables, work in process, and rights of indemnification as set forth in the
Asset Purchase Agreement. The cash and proceeds of the promissory notes (which
have been assigned to the Company's Senior Lenders) will be used to reduce the
Company's obligation to its Senior Lenders.
Item 5. Other Events
On May 15, 1997, the Company and its Senior Lenders executed the Sixth
Amendment to the Loan and Security agreement dated as of October 18, 1995
("Sixth Amendment"). The Sixth Amendment amended the financial covenants by
modifying the definition of Consolidated Net Income or Loss and extended to
June 15, 1997, the required issuance to the Senior Lenders of detachable
warrants provided for in the Fifth Amendment and also extended to June 15,
1997, the delivery of audited financial statements as required in the Fifth
Amendment.
Item 7. Exhibits and Reports on Form 8-K
(a) Exhibits
10.37 Sixth Amendment, as of May 15, 1997, by and among the
Registrant, BCM Engineers Inc. (a Pennsylvania
corporation), BCM Engineers Inc. (an Alabama corporation),
Riedel Environmental Service, Inc. and The Chase Manhattan
Bank (formerly known as Chemical Bank), as agent for the
lenders.
10.38 Agreement for Sale and Purchase of Business Assets
dated the 18th day of August, 1997, by and between ATC
Group services Inc., a Delaware corporation, as Purchaser
and Smith Technology Corporation, a Delaware corporation,
BCM Engineers Inc., a Delaware corporation, BCM Engineers
Inc., a Pennsylvania corporation, BCM Engineers Inc., an
Alabama corporation, and BCM Engineers Inc., a West
Virginia
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corporation, collectively as Sellers. (Copies of
schedules and exhibits are on file with the Securities
and Exchange Commission).
10.39 Conditional Promissory Note for $2,750,000 dated the
19th day of August, 1997, subject to the
Maker's right of set-off, by and between ATC Group
Services, Inc., a Delaware corporation, as the Maker and
Smith Technology Corporation, a Delaware corporation.
10.40 Conditional promissory Note for $200,000 dated the 19th
day of August, 1997, subject to the Maker's right of
set-off, by and between ATC Group Services, Inc., a
Delaware corporation, as the Maker and Smith Technology
Corporation, a Delaware corporation.
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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.
SMITH TECHNOLOGY CORPORATION
By: /s/ William T. Campbell
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William T. Campbell
Vice President-Finance