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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) APRIL 4, 1999
SCOPE INDUSTRIES
(Exact name of registrant as specified in its charter)
CALIFORNIA 1-3552 95-1240976
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
233 WILSHIRE BLVD. STE. 310, SANTA MONICA, CA 90401
(Address of principal executive offices)
Registrant's telephone number, including area code: 310-458-1574
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FORM 8-K CURRENT REPORT
SCOPE INDUSTRIES
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
Effective April 4, 1999, Scope Industries, (the "Registrant") through
its wholly owned subsidiary, Scope Products, Inc. acquired 100% of the
outstanding capital stock of International Processing Corporation
("IPC") and International Transportation Service, Inc. ("ITS") in
accordance with a Stock Purchase Agreement dated February 9, 1999
between Scope Products, Inc. and Darling International Inc. ("Seller").
Pursuant to the Stock Purchase Agreement, the purchase price for the
capital stock of IPC and ITS was $21,500,000 subject to certain
adjustments as set forth in the Stock Purchase Agreement and an
additional $500,000 payment for a non-compete covenant. The purchase
price was paid in cash and was determined by agreement between the
Registrant and the Seller. The Registrant funded the purchase price with
cash and liquid securities on hand.
IPC processes by-products collected from bakeries, pasta manufacturers,
confectioners and snack food producers for sale to the animal feed
industry. ITS provides trucking services solely for IPC. The Registrant
intends to continue operating the business and assets of IPC and ITS in
a similar manner as they were operated prior to the acquisition.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Businesses Acquired
For the acquisition reported in Item 2 above, it is not
practicable to include the financial statements of the acquired
business as required by Rule 3-05(b) of the Regulation S-X at
this time. The Registrant intends to file such information on or
before June 18, 1999.
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FORM 8-K CURRENT REPORT
SCOPE INDUSTRIES
(b) Pro Forma Financial Information
For the acquisition reported in Item 2 above, it is not
practicable to include the pro forma financial information as
required by Article II of Regulation S-X. The Registrant intends
to file such information on or before June 18, 1999
(c) Exhibits
2 Stock Purchase Agreement dated February 9, 1999 between
Scope Products, Inc. and Darling International, Inc.
99.1 News releases dated February 10, 1999, and April 6, 1999
regarding the purchase of the business of International
Processing Corporation for $22 million in cash.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SCOPE INDUSTRIES
DATE: April 19, 1999 BY: /s/ John J. Crowley
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John J. Crowley
Vice President and
Chief Financial Officer