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) September 30, 2005
Trans-Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-4539 13-2598139
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1780 Opdyke Court, Auburn Hills, MI 48326
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 248-364-0400
N/A
(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 September 30, 2005, Trans-Industries, Inc. (the "Company") entered into a
stock purchase agreement with Clark-Reliance Corporation ("Clark-Reliance")
pursuant to which Clark-Reliance purchased 1,008,606 shares of the company's
common stock , par value $0.10 per share (the "Common Stock") , at a price per
share equal to $0.7436 per share. The per share purchase price was equal to the
greater of the closing price of the Common Stock on the day before the purchase,
the average closing price of the Common Stock for the thirty calendar day period
preceding the purchase or book value. The aggregate purchase price was $750,000.
The Company is obligated, pursuant to the terms of the stock purchase agreement,
to grant registration rights for the Common Stock purchased under the agreement.
The stock purchase under the agreement closed on September 30, 2005. Harry E.
Figgie, Jr., a member of the Board of Directors of the Company, is Chairman of
the Board of Clark-Reliance. Mssrs. Coenen, O'Brien and Solon, members of the
Board of Directors of the Company, are also on 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 stock purchase 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.
As discussed above, on September 30, 2005, the Company closed a private
placement pursuant to which 1,008,606 shares of Common Stock were sold to
Clark-Reliance pursuant to a stock purchase agreement. The per share purchase
price of $0.7436 was equal to the greater of the closing price of the Common
Stock on the day before the purchase, the average closing price of the Common
Stock for the thirty calendar day period preceding the purchase or book value.
The Company received net proceeds from the sale to Clark-Reliance of $750,000.
The proceeds of the sale will be used by the Company for working capital,
financing expenses and the reduction of certain term debt held by the Company's
present lender. All of the shares of Common Stock issued in the private
placement were issued pursuant to an exemption from registration under Section
4(2) of the Securities Act of 1933 ("the Securities Act") and/or Regulation D
under the Securities Act.
ITEM 7.01 REGULATION FD DISCLOSURE.
On October 5, 2005, Trans-Industries, Inc. issued a press release announcing the
private sale of 1,008,606 shares of common stock at $0.7436 per share . Attached
hereto and incorporated by reference is the press release relating to such
announcement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Stock Purchase Agreement
99.1 Press Release dated October 5, 2005
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 October 5, 2005 By /s/ Kai Kosanke
-------------------------------------
Kai Kosanke
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10.1 Stock Purchase Agreement
99.1 Press release dated October 5, 2005