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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 1, 1994
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(Date of earliest event reported)
PIONEER-STANDARD ELECTRONICS, INC.
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(Exact name of Registrant as specified in its charter)
Ohio 0-5734 34-0907152
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
4800 East 131st Street, Cleveland, Ohio 44105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 587-3600
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Item 2. Acquisition or Disposition of Assets.
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On June 1, 1994, Pioneer-Standard Electronics, Inc. (the "Company")
acquired certain of the assets of the Zentronics Division ("Zentronics") of
Westburne Industrial Enterprises Ltd., a Canada corporation ("Westburne"), and
assumed certain of Westburne's liabilities. The transaction was completed by
Pioneer-Standard Canada Inc., a newly formed Canadian subsidiary of the
Company. The acquired assets include (i) the name "Zentronics" and all related
trademarks and tradenames, if any, and all of the trade accounts receivables of
Zentronics; (ii) certain product lines and related inventory of Zentronics;
(iii) certain fixed assets; (iv) the rights of Westburne under or pursuant to
certain vendor agreements; (v) the rights of Westburne under or pursuant to
certain operating leases; (vi) the rights of Westburne under or pursuant to
certain equipment leases and real property leases; (vii) prepaid expenses and
deposits, if any, made by Westburne pertaining or relating to the Zentronic's
business; (viii) the rights of Westburne under or pursuant to certain
outstanding purchase and sales orders; (ix) certain of Westburne's rights in
and to any third-party manufacturer's warranties; and (x) all operating data
and other books and records pertaining to the acquired assets. The acquisition
was accomplished pursuant to an Asset Purchase Agreement, dated April 22, 1994
(the "Asset Purchase Agreement"), by and between the Company and Westburne. A
copy of the Asset Purchase Agreement is filed as an Exhibit hereto.
Zentronics distributes and markets a broad range of electronic
components and computer products for applications in the industrial and
end-user Canadian markets. The Company intends to continue to use the assets
acquired through the purchase of Zentronics in the manner in which they were
previously used by Zentronics.
As consideration for the acquisition of the assets of Zentronics, the
Company assumed certain of Westburne's liabilities and paid Westburne
$12,460,825 Cdn ($9,021,775 U.S.) at the closing. An estimated additional
$4,153,625 Cdn (the "Additional Amount") will be paid to Westburne after
September 14, 1994. The Additional Amount is subject to possible adjustment
based on certain schedules delivered by Westburne to the Company on June 1,
1994. The price for Zentronic's assets was determined through arm's length
negotiations among the parties.
The consideration paid by the Company was financed under its revolving
credit facility, dated January 23, 1992, by and among the Company, National
City Bank, Society National Bank (successor in interest to Ameritrust Company
National Association), Star Bank, N.A., and National City Bank, as agent, as
amended June 30, 1993 and May 27, 1994 (the "Credit Facility"). In addition,
it is presently contemplated that the Additional Amount to be paid by the
Company will be financed by amounts which may be available under the Credit
Facility. The principal amount advanced and the Additional Amount to be
advanced under the Credit Facility are subject to an interest rate at a
floating prime rate or at other
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floating rate options (certificate of deposit, LIBOR, or banker's acceptance)
plus 3/4%.
There are no material relationships between Westburne and the Company
or any of their affiliates, directors or officers.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
On June 1, 1994, the Company completed the asset acquisition of certain assets
of Zentronics for approximately $16.6 million Cdn ($12.0 million U.S.). The
acquisition does not meet the significant subsidiary tests as defined in Rule
3-05 of Regulation S-X.
Exhibits.
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Sequential
Exhibit No. Description Page No.
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2.1 Asset Purchase Agreement, dated 5
April 22, 1994 (without Schedules),
by and between the Company and
Westburne
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SIGNATURES
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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.
PIONEER-STANDARD ELECTRONICS, INC.
/s/ John V. Goodger
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John V. Goodger,
Vice President, Treasurer and
Assistant Secretary
Date: June 14, 1994
431/15154IID.451
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