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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 23, 1995
SpecTran Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-12489 04-2729372
(State or other (Commission (IRS Employer
jurisdiction) File No.) Identification No)
50 Hall Road, Sturbridge, MA 01566
(Address of principal executive offices)
Registrant's telephone number, including area code (508) 347-2261
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 23, 1995, SpecTran Corporation (the "Company") completed the
acquisition of all of the issued and outstanding stock of Applied Photonic
Devices, Inc., ("APD") from Irving N. Dwyer, David P. DaVia, The Irving N.
Dwyer and Annette M. Dwyer Charitable Remainder Trust and the DaVia Charitable
Remainder Trust for a total purchase price of $3.9 million, of which $650,000
was paid through the issuance of 144,444 shares of the Company's Common Stock
priced at $4.50 per share, which was the closing price of the Company's stock
on October 3, 1994. The assets acquired in the transaction include machinery,
equipment, intellectual property, contract rights and accounts receivable. The
amount of consideration paid was generally based upon the future earnings
potential of APD. The source of the funds for the acquisition was primarily
the Company's loan from Fleet Bank of Massachusetts, N.A. and the issuance of
the aforesaid 144,444 shares. APD was engaged in the manufacture of fiber
optic cable and related products. The Company intends to continue using the
assets acquired for the purpose of manufacturing fiber optic cable and related
products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired.
It is impracticable for the Company to provide the required financial
statements at this time. The required financial statements will be filed under
cover of Form 8 not later than August 6, 1995 (60 days after the date this
report must be filed).
(b) Pro forma financial information.
It is impracticable for the Company to provide the required pro forma
financial information at this time. The required pro forma financial
information will be filed under cover of Form 8 not later than August 6, 1995
(60 days after the date this report must be filed).
(c) Exhibits.
99.3 Stock Purchase Agreement among APD Acquisition Corp. and Irving
N. Dwyer, David P. DaVia, The Irving N. Dwyer and Annette M. Dwyer Charitable
Remainder Trust and the DaVia Charitable Remainder Trust dated March 31, 1995.
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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 hereunto duly authorized.
SPECTRAN CORPORATION
(Registrant)
Date: June 6, 1995 /s/ Bruce A. Cannon
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Bruce A. Cannon
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
99.3 Stock Purchase Agreement among APD Acquisition
Corp. and Irving N. Dwyer, David P. DaVia, The
Irving N. Dwyer and Annette M. Dwyer
Charitable Remainder Trust and the DaVia
Charitable Remainder Trust.