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
December 2, 1996
Date of report (Date of earliest event reported)
SCHMITT INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Oregon 0-23996 93-1151989
State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification Number)
2765 N.W. Nicolai Street
Portland, Oregon 97210
(Address of Principal Executive Offices) (Zip Code)
(503) 227-7908
(Registrant's Telephone Number,
Including Area Code)
Former Name or Former Address, if Changed Since Last Report: N/A
The total number of pages contained in this filing is 0010
Exhibit Index is located on page 00004
Page 1 of 4
ITEM 5. OTHER EVENTS.
Schmitt Industries, Inc. (the "Company") has entered into an agreement,
effective December 2, 1996, pursuant to which it has acquired the assets of the
grinding wheel balancer division (the "balancer division") of Hofmann
Maschinenbau GmbH of Pfungstadt, Germany ("Hofmann"). The balancer division of
Hofmann designs, assembles and markets automatic grinding wheel balancers,
vibration analysis equipment and related miscellaneous balancing devices for the
grinding industry. Current annualized sales of the balancer division total
approximately $2.8 million. The division employs 15 employees and distribution
agents throughout Europe, Asia and Africa.
The Company will operate the newly acquired balancer division through a
wholly owned German subsidiary, established December 2, 1996 and located in
Pfungstadt, Germany, named "Schmitt Hofmann Systems GmbH." The Company expects
to continue to manufacture and market the balancer division's products,
including the Hofmann Hydrokompenser, internal spindle balancers and ring
balancers, as well as market the Company's existing SBS external balancer, from
Germany.
The Company paid $496,000 cash for the balancer division's assets
including, but not limited to, drawings, designs, trademarks, trade secrets,
customer lists, patents, inventory, furniture and miscellaneous shop equipment,
open sales orders and a worldwide distribution network. The Company initially
capitalized its new subsidiary with $67,000 and expects to loan the subsidiary
on a short-term basis additional modest amounts during the next [12] months.
Hofmann Maschinenbau GmbH was founded in 1935 and produced a variety of
balancing equipment during its many years of operations. The Company purchased
the balancer division from the trustees of Hofmann who have owned and operated
Hofmann since October 1995 when Hofmann (with approximately 125 employees) was
placed in bankruptcy due primarily to poor economic conditions in Germany.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits.
Exhibit 99.2 - Sales Agreement, dated November 19, 1996, between Herr Dirk
Pfeil and BUR-Vermogensverwaltung GmbH (Schmitt Hofmann Systems GmbH).
Page 2 of 4
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.
SCHMITT INDUSTRIES, INC.
Date: December 2, 1996 /s/ Wayne A. Case
--------------------------------------------
Wayne A. Case
President and Chief Executive Officer
/s/ Annie Windsor
--------------------------------------------
Annie Windsor, Chief Financial Officer
Page 3 of 4
EXHIBIT INDEX
Number Description Page Number
- ------ ----------- -----------
99.2 Sales Agreement, dated November 19, 1996, between
Herr Dirk Pfeil and BUR-Vermogensverwaltung
GmbH (Schmitt Hofmann Systems GmbH).
Page 4 of 4