SECURITIES AND EXCHANGE COMMISSION Execution Copy
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 (Date of earliest event reported) October 11, 1996
-------------------------
POWER DESIGNS INC.
----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
New York 0-1921 11-1708714
- ------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification Number)
250 Executive Drive, Edgewood, New York 11717
- --------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
(516) 586-0200
-----------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
N/A
-----------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index at Page 3
October 28, 1996
Page l
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS.
(a) and (b) On October 11, 1996 the registrant's wholly-owned subsidiary,
PDIXF Acquisition Corp. ("PAC"), entered into an Asset Purchase Agreement with
Technipower, Inc. ("TPI"), Constant Power, Inc. ("CPI") and Penril Datacomm
Networks, Inc. ("Penril"), parent of both TPI and CPI. The registrant acquired
all of the TPI and CPI assets employed in the manufacture of three product lines
(the "Business"): "Variac" autotransformers, "Mil Spec" power supplies and AC
power protection devices.
The registrant intends to continue the present use of all of the
assets acquired.
CONSIDERATION
Total consideration, which was determined through arms-length
negotiations, consisted of $1,586,085 in cash, a $2,750,000 Term Note issued to
Penril by PAC, a royalty equal to 2% of the Business's gross sales during the
period from July 1, 1997 through June 30, 2001, and various assumed liabilities
related to the acquired lines of business, valued at approximately $632,600.
The Term Note bears annual interest of 2% above prime rate, and a maturity date
of December 31, 1996.
SOURCE OF FUNDS
Funds for the transaction under the Asset Purchase Agreement were
raised through borrowings and nonpublic sales of the registrant's securities to
the Inverness Corporation; Equitas, L.P.; and six individuals.
MATERIAL RELATIONSHIPS
There are no material relationships between any of the persons from
whom the assets were acquired and the registrant, PAC, any of their affiliates,
directors, or officers, or any associates of any such director or officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) It is impracticable to provide the required financial statements for
the acquired businesses at this time. Such statements will be filed no later
than December 10, 1996.
October 28, 1996
Page 2
(c) Exhibits
Page in
consecutively
Exhibit Page numbered copy
- ------- ---- -------------
(10) MATERIAL CONTRACTS
(i) Asset Purchase Agreement A-1
(ii) $2,750,000 Term Note B-1
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.
Date: OCTOBER 25, 1996 By: /s/ H. Rudolf Zeidler
---------------- -----------------------------------
H. Rudolf Zeidler
President
October 28, 1996
Page 3