UNITED STATES
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: January 30, 2001
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QUIXOTE CORPORATION
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(Exact name of registrant as specified in its charter)
Commission file number 0-7903
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DELAWARE 36-2675371
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE EAST WACKER DRIVE, CHICAGO, ILLINOIS 60601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (312) 467-6755
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ITEM 1. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 16, 2001, the registrant's wholly owned subsidiary,
Quixote Transportation Safety, Inc. ("QTS") acquired all of the outstanding
stock of National Signal, Inc., a California corporation ("NSI"). NSI is
engaged in the business of designing, manufacturing and distributing message
signs, directional displays and warning lights for the transportation
industry. NSI is based in La Mirada, California and had revenues in calendar
2000 of approximately $8 million. The selling shareholders will become
employees of the registrant and will assist in the production, marketing and
selling of NSI products. The registrant intends to integrate NSI's products
into its existing broad range of highway safety products to be sold through
the registrant's expansive distribution network.
QTS paid a purchase price of $2.8 million in cash and a $1.5 million
three year 5% promissory note, payable in equal annual installments. In
addition, the selling shareholders have an opportunity to earn up to $2.5
million, as additional purchase price consideration, by attaining certain
sales and earnings targets over the next three years. Approximately $1.7
million of NSI's bank debt was assumed and was simultaneously paid off on the
date of closing. The registrant's source of funds for this acquisition was
from its bank line of credit.
The terms and conditions of the stock acquisition, including the
consideration paid, were reached as the result of arms-length negotiations and
bargaining between registrant and the shareholders of NSI. There was no material
relationship between the registrant or any of its affiliates, directors or
officers, or any associate of any director or officer and NSI.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995: Except for historical information contained herein, the matters set
forth in this report and exhibits are forward-looking statements. These
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from any such statements. These
risks include but are not limited to the successful integration of NSI, the
acquisition's impact on financial results and earnings per share, the successful
development and introduction of new products, and the amount of the additional
purchase price consideration paid in the future.
ITEM 3 - 6. NOT APPLICABLE.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
The acquisition does not meet the "signficance" test
of Form 8-K under the 1934 Act and Regulation S-X of the 1940
Act, therefore no financial information is provided.
(b) Pro Forma financial information.
The acquisition does not meet the "signficance" test
of Form 8-K under the 1934 Act and Regulation S-X of the 1940
Act, therefore no financial information is provided.
(c) Exhibits.
2.1 Stock Purchase Agreement as of January 16, 2001
between Quixote Transportation Safety, Inc., Mark
Fernandez and Guadalupe Martinez
2.2 Form of Promissory Note of Quixote Transportation
Safety, Inc.
2.3 Form of Guaranty of Quixote Corporation
2.4 Press Release dated January 16, 2001
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.
QUIXOTE CORPORATION
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DATE: January 30, 2001 /s/ Daniel P. Gorey
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DANIEL P. GOREY
Vice President, Chief Financial
Officer and Treasurer
(Chief Financial & Accounting
Officer)
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