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)
DECEMBER 29, 1999
CENTENNIAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter)
Delaware 1-12912 04-2978400
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
7 LOPEZ ROAD, WILMINGTON, MA 01887
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (978) 988-8848
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ITEM 2 - ACQUISITION OF ASSETS
On December 29, 1999, Centennial Technologies, Inc. (the "Registrant"),
acquired the assets of the flash memory card business (the "Acquired Assets") of
Intel Corporation ("Intel") pursuant to an Asset Purchase Agreement (the "Asset
Purchase Agreement") dated as of December 29, 1999 by and between the Registrant
and Intel. A copy of the Asset Purchase Agreement is attached as Exhibit 2.1
hereto and is expressly incorporated in its entirety herein.
Intel is based in Santa Clara, California, and is the world's largest
chip maker as well as a leading manufacturer of computer, networking, and
communications products.
The Registrant paid cash and a note totaling $6 million, a payment of
up to $4.5 million due upon the occurrence of certain contingencies, and
approximately 16 percent of the outstanding shares of the Registrant, on an
as-converted basis, for the Acquired Assets. The amount of consideration for the
acquisition was determined through arm's length negotiations between the
parties. The Registrant used existing cash and cash equivalents to pay the
consideration for the acquisition.
The Acquired Assets include certain tangible and intangible assets of
the flash memory card business of Intel, including the PCMCIA card families
(Series 2, Value series 100 and 200) and the miniature card families (Series 100
and 200) along with equipment, inventory, contract rights, intellectual property
rights, and goodwill. The Company intends to use the Acquired Assets for
purposes that are consistent with the historical use of such assets by Intel.
ITEM 5 - OTHER EVENTS
The Registrant issued a press release on December 30, 1999 announcing
the asset acquisition described in Item 2 above.
A copy of the Registrant's press release described above is attached as
Exhibit 99.1 hereto and is expressly incorporated herein in its entirety.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBIT
At the time of the filing of this Form 8-K, it is impracticable for the
Registrant to provide the financial information relating to the acquisition of
the Acquired Assets from Intel. Such required financial information , including
both historical and pro forma financial information, will be filed by amendment
not later than March 13, 2000, in accordance with Item 7, paragraphs (a) (4) and
(b) (2) of Form 8-K.
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(c) Exhibits
Exhibit 2.1 Asset Purchase Agreement dated December 29, 1999
between Centennial Technologies, Inc. and Intel
Corporation (excluding schedules and exhibits,
which the Registrant agrees to furnish
supplementally to the Commission upon request).
Exhibit 2.2 Rights Agreement dated December 29, 1999 between
Centennial Technologies, Inc. and Intel
Corporation.
Exhibit 2.3 Subordinated Secured Promissory Note dated December
29, 1999.
Exhibit 2.4 Security Agreement dated December 29, 1999 between
Centennial Technologies, Inc. and Intel
Corporation.
Exhibit 99.1 Press Release of Centennial Technologies, Inc.,
dated December 30, 1999.
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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 thereunto duly authorized.
CENTENNIAL TECHNOLOGIES, INC.
Date: January 12, 2000 By: /s/ Richard J. Pulsifer
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Richard J. Pulsifer
Chief Financial Officer, Secretary
and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 2.1 Asset Purchase Agreement dated December 29, 1999
between Centennial Technologies, Inc. and Intel
Corporation (excluding schedules and exhibits, which
the Registrant agrees to furnish supplementally to
the Commission upon request).
Exhibit 2.2 Rights Agreement dated December 29, 1999 between
Centennial Technologies, Inc. and Intel Corporation.
Exhibit 2.3 Subordinated Secured Promissory Note dated December
29, 1999.
Exhibit 2.4 Security Agreement dated December 29, 1999 between
Centennial Technologies, Inc. and Intel Corporation.
Exhibit 99.1 Press Release of Centennial Technologies, Inc. dated
December 30, 1999.