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: May 18, 1998
(Date of earliest event reported)
INTELLIGENT CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Maine 1-13628 01-0354107
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
74 Industrial Park Road, Saco, Maine 04072
(Address of principal executive offices) (Zip code)
Registrant's telephone number: (207) 283-0156
Item 5. Other Events.
On May 18, 1998, Intelligent Controls, Inc. ("INCON" or the "Registrant")
consummated a settlement agreement pertaining to certain litigation filed
against INCON by John D. Knight, a former executive. The tentative terms of
such settlement were described in the Quarterly Report on Form 10-QSB for
the Registrant's fiscal quarter ended March 28, 1998.
The settlement involved the payment by INCON to Mr. Knight of (i) $40,000
plus (ii) an amount ($607,660) equivalent to repurchase of 248,240 option
shares from him at $3.25 per share, minus the exercise price for the
underlying options ($1.25 per share for 100,000 shares and $.50 per share
for 148,240 shares). The options were granted to Mr. Knight between 1986
and 1989. The repurchase price of $3.25 per share equals the price at which
INCON recently repurchased 475,000 shares of stock from other shareholders
pursuant to an issuer tender offer that terminated May 1, 1998.
The payment to Mr. Knight was funded from recent sales of 1,638,462 shares
of common stock to two investment funds affiliated with Ampersand Ventures,
in Wellesley, Massachusetts and 76,923 shares of common stock pursuant to a
restricted stock arrangement with INCON's new President and Chief Executive
Officer. Both sales occurred at $3.25 per share.
The settlement with Mr. Knight involves no admission of liability by INCON,
except that the Registrant has acknowledged that Mr. Knight exercised his
incentive stock option for 100,000 shares within three months after
termination of his employment. Both parties have executed general releases
as part of the terms of settlement.
Item 6. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Settlement Agreement and Mutual Release, dated May
13, 1998 and consummated May 18, 1998
99.2 Press release dated May 21, 1998, regarding
settlement of the Knight litigation
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.
INTELLIGENT CONTROLS, INC.
Date: May 22, 1998 By: /s/ Roger E. Brooks
President and Chief
Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- --------------------------------------------
99.1 Settlement Agreement and Mutual Release, dated May
13, 1998 and consummated May 18, 1998
99.2 Press release dated May 21, 1998, regarding
settlement of the Knight litigation