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 - MARCH 12, 2000 (date of earliest event reported) OEA, INC. (exact name of registrant as specified in its charter) COMMISSION FILE NO. 1-6711 DELAWARE 36-2362379 (state of incorporation) (I.R.S. Employer Identification No.) 34501 EAST QUINCY AVENUE P.O. BOX 100488 80250 DENVER, COLORADO (Zip Code) (address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 693-1248 FORM 8-K OEA, INC. March 12, 2000 ITEM 2. On March 12, 2000, the Company entered into an Agreement and Plan of Merger with Autoliv Inc. which contemplates a tender offer by Autoliv for all outstanding shares of common stock of OEA for a purchase price of $10.00 per share in cash. The tender offer contains a minimum condition of acceptance by a majority of the common stock outstanding, along with other customary conditions, and the agreement contemplates a second step merger in which untendered shares would be converted into the right to receive $10.00 per share in cash. It is expected that Autoliv will commence the tender offer shortly. ITEM 7(c). EXHIBITS FILED. Exhibit Number Description - -------------- ----------- 2.1 Agreement and Plan of Merger dated March 12, 2000 between Autoliv, Inc. and the Company 99.1 Press Release of the Company dated March 13, 2000 -2- 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. OEA, INC. By: /s/ J. THOMPSON MCCONATHY --------------------------------- J. Thompson McConathy Vice President Finance Dated: March 13, 2000 -3-