FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 19, 1999
COMMUNICATIONS INSTRUMENTS, NORTH CAROLINA 56-182-82-70
INC.
(Exact name of registrant as (State or other (I.R.S. Employer
specified in its charter) jurisdiction of Identification No.)
incorporation)
1396 CHARLOTTE HIGHWAY
FAIRVIEW, NORTH CAROLINA 28730
(Address of principal executive (Zip Code)
offices)
(828)628-1711
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Item 2. ACQUISITION AND DISPOSITION OF ASSETS
On March 19, 1999, Communications Instruments, Inc. (the "Company")
purchased all of the outstanding equity securities of Products Unlimited
Corporation ("Products"), a marketer and manufacturer of relays, transformers,
and contactors for the HVAC industry. Pursuant to the Stock Purchase Agreement,
the Company paid approximately $59.4 million. In addition, if Products achieves
certain sales targets for the year ending December 31, 1999 and December 31,
2000, the Company will make additional payments to the former shareholders of
Products not to exceed $4.0 million in the aggregate. The payment of the
purchase price and related fees was financed by the issuance of $55.0 million of
Tranche Term B loans in accordance with an amendment to the Senior Credit
facility, the contribution of $5.0 million in additional paid in capital by the
parent, and a draw on the revolving loan portion of the Company's Senior Credit
facility. Products has manufacturing facilities in Sterling and Prophetstown,
Illinois and Sabula and Guttenberg, Iowa and has approximately 1,000 employees.
The registrant published a press release regarding the Acquisition on
March 22, 1999. A copy of such press release is included herein as Exhibit 99.1.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
At the time of this report, it is not possible to provide the required
financial statements for Products. Such statements will be filed as an amendment
to this report on Form 8-K within 60 days after the filing of this report.
(b) PRO FORMA FINANCIAL INFORMATION
At the time of this report, it is not possible to provide the required
pro forma financial information relating to the acquisition. Such information
will be filed as an amendment to this Report on Form 8-K within 60 days after
the filing of this report.
(c) Exhibits
10.1 Stock Purchase Agreement dated March 19, 1999, by and among
Products Unlimited Corporation, the Stockholders of Products
Unlimited Corporation and the Company.
10.2 Amended and restated Credit Agreement among CII Technologies
Inc., the Company, various lenders, NationsBank, N.A., as an
Issuing Lender and Swingline Lender, and NationsBank, N.A.,
as the Administrative Agent.
10.3 Amended and restated Subsidiary Guaranty by certain
subsidiaries of the Company in favor of NationsBank, N.A.
10.4 Amended and restated Security Agreement among CII
Technologies Inc., the Company, certain subsidiaries of the
Company and Bank of America National Trust and Savings
Association, as collateral agent.
10.5 Amended and restated Pledge Agreement by CII Technologies
Inc., the Company and certain subidiaries of the Company in
favor of Bank of America National Trust and Savings
Association, as collateral agent.
99.1 Press release dated March 22, 1999, published by the
registrant.
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 thereunto duly authorized.
Communications Instruments, Inc.
Date: April 5, 1999 By:_________________________________
Richard L. Heggelund
Chief Financial Officer