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) January 3, 2006
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 January 3, 2006, Trans-Industries, Inc. (the "Company") entered into a stock
purchase agreement with Clark-Reliance Corporation ("Clark-Reliance") pursuant
to which Clark-Reliance purchased 732,064 shares of the company's common stock,
par value $0.10 per share (the "Common Stock"), at a price per share equal to
$0.3415 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 the book value. The aggregate purchase price was $250,000. The
stock purchase under the agreement closed on January 3, 2006. 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 January 3, 2006, the Company closed a private placement
pursuant to which 732,064 shares of Common Stock were sold to Clark-Reliance
pursuant to a stock purchase agreement. The per share purchase price of $0.3415
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 the book value. The Company
received net proceeds from the sale to Clark-Reliance of $250,000. 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 January 5, 2006, Trans-Industries, Inc. issued a press release announcing the
private sale of 732,064 shares of common stock at $0.3415 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 January 5, 2006
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 January 6, 2006 By /s/ Kai Kosanke
-------------------------------------
Kai Kosanke
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
10.1 Stock Purchase Agreement
99.1 Press release dated January 5, 2006