SECURITIES AND EXCHANGE COMMISSION
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: November 20, 1996
CENTENNIAL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-12912 04-2978400
(Commission File Number) (I.R.S. Employer Identification No.)
37 Manning Road, Billerica, Massachusetts 01821
(Address of Principal Executive Offices) (Zip Code)
(508) 670-0646
(Registrant's Telephone Number, Including Area Code)
TABLE OF CONTENTS
FORM 8-K
November 20, 1996
Item Page
ITEM 2. ACQUISITION OF ASSETS 1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 1
SIGNATURE 2
EXHIBITS 3
i
ITEM 2. ACQUISITION OF ASSETS
On November 5, 1996, Century Industries, Inc. ("Century"), a
majority-owned subsidiary of Centennial Technologies, Inc. (the "Registrant"),
acquired all of the outstanding capital stock of Triax Technology Group, Ltd.
("Triax"), an English company, pursuant to a Stock Purchase and Sale Agreement
by and among the Registrant, Century, Triax, and the shareholders of Triax. The
assets indirectly acquired by the Registrant included all the equipment and
inventory used by Triax and its two wholly owned subsidiaries, Triax
Engineering, Ltd. and Triax Manufacturing Ltd., in providing contract
manufacturing services.
The consideration provided to the selling shareholders of Triax was
approximately $4.2 million in cash and approximately 2.1 million shares of
common stock of Century. The amount of consideration was determined by
negotiations between the Registrant and Triax. The Registrant used a short-term
loan from its Chief Executive Officer, which was repaid with the proceeds from
the Registrant's bank refinancing, to finance the acquisition.
Triax is a supplier of contract manufacturing services in the
electronics industry, specializing in the production of printed circuit board
assemblies and related products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed herewith.
Exhibit No. Title
2 Stock Purchase and Sale Agreement by and among Centennial
Technologies, Inc., Century Industries, Inc., Triax Technology
Group, Ltd. and the Persons Listed on Schedule I Hereto,
effective as of November 5, 1996.
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Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant shall
furnish supplementally a copy of any omitted schedule to the Commission upon
request.
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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.
CENTENNIAL TECHNOLOGIES, INC.
Dated: November 20, 1996 By:/s/ Emanuel Pinez
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Emanuel Pinez
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
No. Title Page
2 Stock Purchase and Sale Agreement by and among Centennial
Technologies, Inc., Century Industries, inc., Triax Technology
Group, Ltd. and the Persons Listed on Schedule I Hereto,
effective as of November 5, 1996.
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