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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
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): JULY 26, 1996
POWELL INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 0-6050 88-0106100
(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION
NO.)
8550 MOSLEY DRIVE, HOUSTON, TEXAS 77075
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 713/944-6900
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 26, 1996, U.S. Turbine Corp., a wholly-owned subsidiary of
Powell Industries, Inc. (the "Registrant"), sold substantially all of its
business and assets to Rolls-Royce Acquisition Corp., for consideration in the
form of assumption by the buyer of certain obligations and liabilities of U.S.
Turbine Corp., plus cash of approximately $3.5 million and a deferred
obligation of $1 million, subject to certain adjustments. Such consideration
was determined based on the net book value of the assets sold, subject to
certain adjustments. Other than such transacation, the purchaser does not have
any material relationship with the Registrant or any of its affiliates, any
director or officer of the Registrant, or any associate of any such director or
officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information.
It is impracticable to provide at this time the pro forma
financial information required pursuant to Article II of Regulation S-X;
therefore all required financial information will be filed with the Commission
no later than September 14, 1996 in the Registrant's report on Form 10-Q for
the quarter ending July 31, 1996. The financial reports will be restated for
the discontinued operations for all periods reported.
(c) Exhibits.
2.1 Asset Purchase Agreement dated as of June 20, 1996 by
and between Rolls-Royce North America, Inc. and
Rolls-Royce Acquisition Corp. and U.S. Turbine Corp.
and Powell Industries, Inc., without Schedules and
Exhibits thereto - such Schedules and Exhibits are
listed on the last page of this exhibit. The
Registrant agrees to furnish supplementally a copy of
any omitted Schedule or Exhibit to the Securities and
Exchange Commission upon request.
2.2 First Amendment to Asset Purchase Agreement dated
July 26, 1996, without Schedules and Exhibits thereto
- such Schedules and Exhibits are listed in this
exhibit. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or
Exhibit to the Securities and Exchange Commission
upon request.
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.
POWELL INDUSTRIES, INC.
By: /s/ J. F. Ahart
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J. F. Ahart, Vice President,
Chief Financial Officer,
Secretary, and Treasurer
DATE: August 8, 1996
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Asset Purchase Agreement dated as of June 20, 1996 by and
between Rolls-Royce North America, Inc. and Rolls-Royce
Acquisition Corp. and U.S. Turbine Corp. and Powell
Industries, Inc., without Schedules and Exhibits thereto -
such Schedules and Exhibits are listed on the last page of
this exhibit. The Registrant agrees to furnish supplementally
a copy of any omitted Schedule or Exhibit to the Securities
and Exchange Commission upon request.
2.2 First Amendment to Asset Purchase Agreement dated July 26,
1996, without Schedules and Exhibits thereto - such Schedules
and Exhibits are listed in this exhibit. The Registrant
agrees to furnish supplementally a copy of any omitted
Schedule or Exhibit to the Securities and Exchange Commission
upon request.