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) May 14, 2001
WESTERN POWER & EQUIPMENT CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26230 91-1688446
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(State or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
4601 N.E. 77th Avenue, Suite 200, Vancouver, WA 98662
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 360-253-2346
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
On May 14, 2001, Western Power and Equipment Corp. (the "Company"),
entered into a Merger Agreement (the "Merger Agreement") with SupplyPoint Inc.
("SupplyPoint") and closed subject to the conditions hereinafter set forth.
Pursuant to the Merger Agreement, SupplyPoint shall be merged with and into WPEC
Acquisition Corp., a wholly-owned subsidiary of the Company. The closing
documents are being held in escrow subject to certain conditions, including but
not limited to, the following:
(A) the approval of the merger transaction by Deutsche Financial Services,
its chief lender, and Case Corporation, a manufacturer and distributor of
construction and agricultural equipment, and secured lender to the Company and
the Company's principal supplier;
(B) the election of either Irwin L. Gross, the President, Chairman & CEO
of SupplyPoint, or an individual to be designated by him to serve as a member of
the Company's Board of Directors; and
(C) the selection of either Irwin L. Gross or an individual to be
designated by him to act as the Company's Executive Vice President;
(D) the delivery to the escrow agent of all original insurance policies of
SupplyPoint;
(E) the delivery to the escrow agent of all books and records of
SupplyPoint; and
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(F) the delivery by the Company to the escrow agent of an irrevocable
proxy executed by American United Global, Inc. in favor of Irwin L. Gross with
respect to all of the voting stock of the Company held by such entity equal to
approximately 36.7% of the total shares of the Company's voting stock
outstanding as of the date of the Merger Agreement.
The effective date of the Merger Agreement (the "Effective Date") shall be
the date the escrow items shall be released which shall be ten (10) business
days after the escrow agent receives written notification from either party that
all of the conditions of release of the escrow items have been satisfied or
waived by the applicable party, unless the party which has not sent the written
notification objects within ten (10) business days after the escrow agent
receives the written notification.
Pursuant to the Merger Agreement, which was approved by the Board of
Directors of both companies, holders of SupplyPoint common shares shall receive
650,000 shares of common stock of the Company (the "Common Stock") and 2,235,000
shares of the Preferred Stock. Each share of Preferred Stock shall be
convertible, upon shareholder approval, into ten (10) shares of Common Stock.
The transaction is structured to qualify as a tax-free merger. Upon the
Effective Date, two directors of the Company and the directors of SupplyPoint
immediately prior to the Effective Date of the Merger shall be the directors of
WPEC Acquisition Corp.
The foregoing description is qualified in its entirety by reference to the
complete text of the Merger Agreement, a copy of which is filed as Exhibit 2.1
to this current report on Form 8-K.
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Item 5. Other Events and Regulation FD Disclosure
On May 16, 2001 the Company received an offer from e*machinery.net, Inc.
("EMAC") to purchase the business and assets of the Company for $9,000,000,
consisting of $2,000,000 in cash and $7,000,000 in common stock, as well as the
assumption of certain limited liabilities. The Board of Directors of the Company
has expressed its concerns to EMAC about the proposal including, but not limited
to, accepting EMAC's stock. The Company's board is waiting for a response from
EMAC.
The Company previously announced that it entered into an agreement dated
November 1, 2000 with Western Power & Equipment, L.L.C., a newly formed entity
owned by members of Management, for the sale of the Company's assets for
$4,100,000 pursuant to a promissory note payable over seven years. This
agreement is subject to stockholder approval and will be voted upon at the
Company's next stockholder meeting which the Company is in the process of
scheduling.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Audited balance sheet and statements of income and cash flows of
SupplyPoint as of December 31, 2000.
(b) Pro Forma Financial Information.
Pro forma financial information will be filed by amendment to this Current
Report.
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(c) Set forth below is a list of the Exhibits applicable to this Current Report
on Form 8-K numbered in accordance with Item 601 of Regulation S-K.
Exhibit 2.1 Merger Agreement by and among Western Power & Equipment Corp.,
Western Power Acquisition Corp., a wholly owned subsidiary of
Western Power, and SupplyPoint Inc. **
Exhibit 2.2 First Amendment to the Merger Agreement by and among Western Power
& Equipment Corp., Western Power Acquisition Corp., a wholly owned
subsidiary of Western Power, and SupplyPoint Inc.
Exhibit 3.1 Certificate of Designation, Preferences and Other Rights of
Series A and Series B Preferred Stock of Western Power & Equipment
Corp.
Exhibit 23.1 Consent of Seligson & Giannattasio, LLP
Exhibit 99.1 Audited balance sheet and statements of income and cash flows of
SupplyPoint, Inc. as of December 31, 2000.
** The following exhibits to the Merger Agreement shall be filed by an amendment
to this 8K.
Exhibit "F" - Employee Stock Option Plan
Exhibit "PP" - Robert Rubin Consulting Agreement
Exhibit "UU" - Fairness Opinion of Capitalink, L.C.
Exhibit "NN" - Mark Wright Employment Agreement
Exhibit "OO" - C. Dean Mclain Employment Agreement
Exhibit "QQ" - Bryan Becker Employment Agreement
Exhibit "RR" - Robert Potts Offer Letter
Exhibit "SS" - James Lien Offer Letter
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.
Western Power & Equipment Corp.
Date: May 25, 2001 By: /s/ Mark J. Wright
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Mark J. Wright, Vice President of
Finance & Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit Location
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2.1 Merger Agreement by and among Exhibit "A"
Western Power & Equipment Corp.,
Western Power Acquisition Corp.,
a wholly owned subsidiary of Western
Power, and SupplyPoint Inc.
2.2 First Amendment to the Merger Agreement Exhibit "B"
by and among Western Power & Equipment Corp.,
Western Power Acquisition Corp.,
a wholly owned subsidiary of Western
Power, and SupplyPoint Inc.
3.1 Certificate of Designation, Preferences and Exhibit "C"
Other Rights of Series A and Series B Preferred
Stock of Western Power & Equipment Corp.
23.1 Consent of Seligson & Giannattasio, LLP Exhibit "D"
99.1 Audited balance sheet and statements of income Exhibit "E"
and cash flows of SupplyPoint, Inc. as of
December 31, 2000.
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