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 (Date of earliest event reported) June 24, 2005
Trans-Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-4539 13-2598139
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1780 Opdyke Court, Auburn Hills, MI 48326
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 248-364-0400
N/A
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(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 27, 2005, Trans-Industries, Inc. (the "Company") entered into
the Stock Purchase Agreement (the "Agreement") with Clark-Reliance Corporation
("Clark-Reliance"), filed as Exhibit 10.1 hereto, pursuant to which
Clark-Reliance agreed to purchase $250,000 worth of newly-issued Company common
stock at a purchase price equal to the greater of the closing price of the
common stock on the day before the purchase or the average closing price of the
common stock for the thirty calendar day period preceding the purchase. The
Company is obligated, pursuant to the terms of the Agreement, to grant
registration rights for shares of common stock purchased under the Agreement. As
discussed in detail below, the sale under the Agreement closed on June 27, 2005.
Harry E. Figgie, Jr., a member of the Board of Directors of the Company, is
also Chairman of the Board of Clark-Reliance.
This summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the text of the form of Agreement
which is filed as an Exhibit to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On June 24, 2005, the Company closed a previously disclosed private
placement pursuant to which 1,061,185 shares of Company common stock were sold
to Dale C. Coenen. The purchase price for the sale to Mr. Coenen of $0.8582 per
share was equal to the greater of book value, the closing price of the common
stock on the day before the purchase or the average closing price of the common
stock for the thirty calendar day period preceding the purchase. The Company
received net proceeds from the sale to Mr. Coenen of approximately $910,000.
On June 27, 2005, the Company closed a private placement pursuant to
which 392,218 shares of Company common stock were sold to Clark-Reliance
pursuant to the Agreement discussed above. The purchase price for the sale to
Clark-Reliance of $0.6509 per share was equal to the greater of the closing
price of the common stock on the day before the purchase or the average closing
price of the common stock for the thirty calendar day period preceding the
purchase. The Company received net proceeds from the sale to Clark-Reliance of
approximately $250,000.
On June 29, 2005, the Company closed a previously disclosed private
placement pursuant to which 597,015 shares of Company common stock were sold to
Delmar Fields. The purchase price for the sale to Mr. Fields of $0.67 per share
was equal to the greater of the closing price of the common stock on the day
before the purchase or the average closing price of the common stock for the
thirty calendar day period preceding the purchase. The Company received net
proceeds from the sale to Mr. Fields of approximately $400,000.
The proceeds from all three of the private placements were used by the
Company to purchase shares of the Company's Series A Preferred Stock from the
Company's Profit Sharing Plan. The Company's Profit Sharing Plan used the
proceeds from the sale of the Series A Preferred Stock to make distributions to
certain participants, including Mr. Coenen and Mr. Fields.
All of the shares of common stock issued in the private placements
discussed above were issued pursuant to an exemption or exemptions from
registration under Section 4(2) of the Securities Act of 1933, as amended
("Securities Act") and/or Regulation D promulgated under the Securities Act.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
10.1 Stock Purchase Agreement
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.
TRANS-INDUSTRIES, INC.
Date: June 30, 2005 By: /s/ Richard A. Solon
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Richard A. Solon
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Stock Purchase Agreement