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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): November 13, 1997
TUFCO TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-21018 39-1723477
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification Number)
4800 Simonton Road, Dallas, Texas 75244
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 789-1079
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On November 13, 1997, pursuant to the terms of the Stock Purchase
Agreement dated as of November 12, 1997 (the "Stock Purchase Agreement") by and
among Tufco Technologies, Inc., a Delaware corporation ("Tufco"), and Charles
Cobaugh and James Barnes (collectively, the "Selling Stockholders"), Tufco
acquired 100% of the outstanding common stock (the "Acquisition") of Foremost
Manufacturing Company, Inc., a Missouri corporation ("Foremost"). Foremost is
a manufacturer and distributor of painting accessories and paint sundries
products located in Saint Louis, Missouri.
Tufco purchased 100% of the outstanding stock of Foremost from the
Selling Stockholders for an aggregate purchase price of $5,247,000 (the
"Purchase Price"), which was agreed upon through arm's length negotiations
between Tufco and the Selling Stockholders. In exchange for the outstanding
common stock of Foremost, the Selling Stockholders received (i) $4,747,000 in
cash (the "Cash Payment"), (ii) $250,000 in cash to be held in escrow until
January 31, 1999 (the "Escrow Payment") and (iii) 25,907 shares of Tufco common
stock, par value $0.01 per share. The Purchase Price shall be reduced,
however, (i) by the amount that the net worth of Foremost as of November 13,
1997, which is to be determined no later than January 12, 1998 in accordance
with the provisions of the Stock Purchase Agreement, is less than $1,000,000,
and (ii) by the amount that the indebtedness of Foremost as of November 13,
1997, which is to be determined no later than January 12, 1998 in accordance
with the provisions of the Stock Purchase Agreement, exceeds $300,000.
Additionally, the Selling Stockholders shall be entitled to receive additional
consideration of up to a maximum $900,000 based upon the revenues of Tufco's
Paint and Sundries Sector for the period commencing November 1, 1997 through
and including October 31, 1998.
The Cash Payment and Escrow Payment was funded from the proceeds of a
$5,250,000 secured term loan (the "Acquisition Loan") from Tufco's primary
lender, Bank One, Wisconsin. The Acquisition Loan has a variable interest rate
based on the LIBOR rate plus 1.375% and matures on March 31, 1998. Interest is
payable monthly commencing on November 30, 1997. The Acquisition Loan is
secured by the assets of Foremost. The Acquisition Loan may not be prepaid
without the consent of Bank One, Wisconsin.
Foremost's assets consist primarily of manufacturing equipment,
inventories and related assets used in the manufacturing and distribution of
painting accessories and paint sundries products. Tufco will continue the
business operations of Foremost as a wholly-owned subsidiary. Prior to the
Acquisition, there was no material relationship between Tufco or any of its
affiliates, directors and officers and the Selling Stockholders, Foremost or
any of its directors or officers. Mr. Cobaugh, who was formerly the President
of Foremost, will assume the position of Vice President for Tufco's Paint
Sundries Sector.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
*2.1 Stock Purchase Agreement dated as of November 12, 1997 by and among
Tufco Technologies, Inc., Charles Cobaugh and James Barnes
*99.1 Second Amended and Restated Loan Agreement dated as of November 13,
1997 by and between Bank One, Wisconsin and Tufco, L.P.
*99.2 Term Note dated November 13, 1997 in the original principal amount of
$5,250,000 with Tufco, L.P. as Maker and Bank One, Wisconsin as payee
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* Filed herewith
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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.
TUFCO TECHNOLOGIES, INC.
/s/ Gregory L. Wilemon
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Gregory L. Wilemon
Chief Financial Officer,
Chief Operating Officer,
Secretary and Treasurer
Dated: November 26, 1997
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EXHIBIT LIST
*2.1 Stock Purchase Agreement dated as of November 12, 1997 by and among
Tufco Technologies, Inc., Charles Cobaugh and James Barnes
*99.1 Second Amended and Restated Loan Agreement dated as of November 13,
1997 by and between Bank One, Wisconsin and Tufco, L.P.
*99.2 Term Note dated November 13, 1997 in the original principal amount of
$5,250,000 with Tufco, L.P. as Maker and Bank One, Wisconsin as payee
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* Filed herewith