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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 2, 1997
DXP ENTERPRISES, INC.
(Exact name of registrant as specified in charter)
TEXAS 0-21513 76-0509661
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
580 WESTLAKE PARK BOULEVARD, SUITE 1100
HOUSTON, TEXAS 77079
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 531-4214
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 2, 1997, a wholly owned subsidiary of DXP Enterprises, Inc., a
Texas corporation (the "Company"), acquired substantially all of the assets
("the Strategic Acquisition") of Strategic Supply, Inc., a Delaware corporation
("Strategic"), pursuant to an Asset Purchase Agreement dated May 27, 1997,
among Strategic, Coulson Technologies, Inc., a Delaware corporation, Strategic
Distribution, Inc., a Delaware corporation, Strategic Acquisition, Inc., a
Nevada corporation and wholly owned subsidiary of the Company, and the Company.
The purchase price, which is subject to adjustment, consisted of approximately
$4.1 million in existing cash, assumption of approximately $4.7 million of
trade payables and other accrued expenses, $2.8 million in promissory notes
payable to Strategic and earn-out payments based on the earnings before
interest and taxes of Strategic to be paid over a period of approximately six
years, which earn- out payments shall not exceed $3,500,000. The terms of the
Strategic Acquisition resulted from arms-length negotiation between the
parties. The assets acquired by the Company were used by Strategic in the
distribution of industrial and safety supplies and maintenance and repair
operations and activities related thereto. The Company intends to continue
such use and operate Strategic as separate operating unit of the Company.
A copy of the press release announcing the closing of the Strategic
Acquisition is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required are not currently available
to the Company and will be filed by the Company by an amendment to this report
within 60 days of the filing hereof.
(b) Pro Forma Financial Information.
The acquisition of Strategic by the Company will be accounted
for as a purchase and will require an allocation of the purchase price among
the acquired assets. As of the date of this report, such allocation has not
been completed and it would be impracticable for the Company to provide the pro
forma financial information that is required pursuant to Article 11 of
Regulation S-X with respect to the acquisition at this time. Such pro forma
financial information will be filed by the Company by an amendment to this
report within 60 days of the filing hereof.
(c) Exhibits.
2.1 - Asset Purchase Agreement dated May 27, 1997, among
Strategic Supply, Inc., Coulson Technologies, Inc.,
Strategic Distribution, Inc., DXP Acquisition, Inc. (d/b/a
Strategic Acquisition, Inc.) and DXP Enterprises, Inc.
99.1 - Press Release of the Company dated June 5, 1997,
announcing the closing of the Strategic Acquisition.
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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.
DXP ENTERPRISES, INC.
Dated: June 17, 1997 /s/ DAVID R. LITTLE
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David R. Little
President and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement dated May 27, 1997, among
Strategic Supply, Inc., Coulson Technologies, Inc.,
Strategic Distribution, Inc., DXP Acquisition, Inc.
(d/b/a Strategic Acquisition, Inc.) and DXP
Enterprises, Inc.
99.1 Press Release of the Company dated June 5, 1997,
announcing the closing of the Strategic Acquisition.
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