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
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Date of Report (Date of earliest event reported): April 20, 1999
ARMATRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 1-4433 04-1052250
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2 MAIN STREET
MELROSE, MA 02176
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 321-2300
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(Former name or former address, if changed since last report)
Page 1 of 5 pages
Item 1. Changes in Control of Registrant.
On April 20, 1999, Housman Realty Trust (the "Trust") converted
$2,000,100 of the principal amount of debt owed to it by Armatron
International, Inc. (the "Company") pursuant to a Promissory Note dated
January 11, 1990, as amended, in the original principal sum of $7,000,000
into 6,667 shares of Series A Convertible Preferred Stock, $100 par value
per share (the "Preferred Stock") of the Company. The Preferred Stock
votes on an as converted basis with the common stock, $1.00 par value per
share (the "Common Stock") of the Company and is convertible into 6,667,000
shares of Common Stock, which represents the power to vote 73% of the
shares of capital stock of the Company.
Item 5. Other Events.
On April 21, 1999, the Board of Directors of the Company unanimously
approved a merger between the Company and Armatron Merger Corporation, a
newly formed Massachusetts corporation that was organized as a
nonsubstantive transitory vehicle to effect the following transactions
("MergerCo"), in which MergerCo will merge into the Company (the "Merger")
with the Company continuing as the surviving corporation (the "Surviving
Corporation"). In the Merger, (i) each outstanding share of Common Stock
will be converted into the right to receive $0.27 in cash (except that any
shares held by MergerCo or in the Company's treasury will be canceled and
any stockholder who properly dissents from the Merger will be entitled to
appraisal rights under Massachusetts law); (ii) each outstanding share of
common stock, $.01 par value per share, of MergerCo (the "MergerCo Common
Stock") will be converted into one share of common stock, $.01 par value
per share, of the Surviving Corporation; and (iii) each outstanding share
of Series A Preferred Stock, $100 par value per share, of the Company will
be converted into one share of Series A Preferred Stock, $.01 par value per
share, of the Surviving Corporation.
Following the Merger, the Company will not list the common stock of the
Surviving Corporation on any national securities exchange or automated
quotation system and will delist the Company's Common Stock. If the Merger
is effected, it is anticipated that the Company will have fewer than 300
stockholders and will promptly request termination of registration under
Section 12(g) of the Securities Exchange Act of 1934.
Exhibit index appears on Page 3.
Page 2 of 5 pages
Item 7. Financial Statements and Exhibits.
The following are filed as Exhibits to this Report.
Exhibit:
2.1 Agreement and Plan of Merger between Armatron International, Inc.
and Armatron Merger Corporation.
Page 3 of 5 pages
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.
Armatron International, Inc.
(Registrant)
Date: April 22, 1999 /s/ Charles J. Housman
-------------- Charles J. Housman
President
Page 4 of 5 pages
EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
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2.1 Form of Agreement and Plan of Merger between
Armatron International, Inc. and Armatron Merger
Corporation.
Page 5 of 5 pages