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 earliest event reported: May 16, 2002
LMI AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri
(State or Other Jurisdiction of Incorporation)
0-24293 43-1309065
(Commission File Number) (I.R.S. Employer Identification No.)
3600 Mueller Road, St. Charles, Missouri 63302-0900
(Address of Principal Executive Offices) (Zip Code)
(636) 946-6525
(Registrant's Telephone Number, Including Area Code)
_____________________
Item 2. Acquisition or Disposition of Assets.
On May 16, 2002 (the "Closing Date"), LMI Aerospace, Inc. ("LMI" or
"Registrant") acquired from Brian Geary, an individual residing in the State of
California, one hundred percent of the outstanding capital stock of Versaform
Corporation, a California corporation, and one hundred percent of the
outstanding capital stock of its subsidiary, 541775 B.C., Ltd., a corporation
incorporated in the Province of British Columbia, Canada (together Versaform
Corporation and 541775 B.C. Ltd. are sometimes referred to herein as
"Versaform"), pursuant to the terms of a Stock Purchase Agreement dated as of
May 15, 2002. 541775 B.C. Ltd. holds one hundred percent of the outstanding
capital stock of Versaform Canada Corporation, a corporation incorporated in the
Province of British Columbia, Canada.
LMI effected the acquisition of the outstanding capital stock of
Versaform Corporation directly, and the acquisition of the capital stock of
541775 B.C. Ltd. through its wholly-owned subsidiary established for purposes of
consummating its transaction with Versaform, LMIV Holding Ltd., a corporation
incorporated in the Province of British Columbia, Canada.
LMI acquired the outstanding capital stock of Versaform, the assets of
which have an approximate aggregate fair value of $6 million, in exchange for a
cash payment of $10.1 million, and the delivery to Mr. Geary of a non-negotiable
subordinated promissory note in the principal amount of $1.3 million. The
promissory note is payable in thirty-six monthly installments beginning on July
1, 2002, and bears interest at a rate of seven percent per annum. In addition,
on each of the first three anniversaries of the Closing Date, LMI has agreed to
pay Mr. Geary consideration of up to five percent of the annual net sales
exceeding $3 million received under agreements existing or that exist in the
future between Versaform and Hamilton Sundstrand, a customer of Versaform.
The total purchase price for the capital stock acquired by the
Registrant was determined by arm's length negotiation and was based upon, among
other factors, (i) the current and historical financial results of Versaform,
and (ii) the book value of the assets of Versaform.
The cash payment of the acquisition was financed by LMI's principal
lender through an amendment to and restatement of LMI's loan agreement, which
added an $11,000,000 term loan maturing October 15, 2005 and requiring monthly
principal payments of $130,952.38. LMI also granted mortgages to its lender on
its St. Charles headquarters and its facilities in Wichita, Kansas and Tulsa,
Oklahoma. The amendment also extended the maturity date on LMI's existing
$7,000,000 revolving credit facility to May 31, 2003.
Other than in connection with the acquisition contemplated by the
Agreement, neither Brian Geary or Versaform have had any material relationship
with the Registrant or any of its affiliates, any director of officer of the
Registrant or any associate of any such director or officer.
Versaform produces large formed metal components for regional jet,
business jet and military markets from its main plants located in Southern
California, as well as aerospace and architectural components from a plant
located in British Columbia, Canada. The Registrant currently intends to
continue the business of Versaform in substantially the manner as before the
transaction.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit
Number Description
- ------- -----------
2.1 Stock Purchase Agreement between LMI Aerospace, Inc. and Brian
Geary, dated as of May 15, 2002. Pursuant to Item 601(b)(2) of
Regulation S-K, the Exhibits and Schedules referred to in the
Stock Purchase Agreement have been omitted. The Registrant
hereby under- takes to furnish supplementally a copy of any
omitted Exhibit or Schedule to the Commission upon request.
10.1 Eighth Amendment to and Restatement of Loan Agreement dated May
15, 2002.
SIGNATURE
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.
Date: May 30, 2002
LMI AEROSPACE, INC.
By: /s/ Lawrence E. Dickinson
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Lawrence E. Dickinson
Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit Description
- ------- -----------
2.1 Stock Purchase Agreement between LMI Aerospace, Inc. and Brian
Geary, dated as of May 15, 2002. Pursuant to Item 601(b)(2) of
Regulation S-K, the Exhibits and Schedules referred to in the
Stock Purchase Agreement have been omitted. The Registrant
hereby undertakes to furnish supplementally a copy of any
omitted Exhibit or Schedule to the Commission upon request.
10.1 Eighth Amendment to and Restatement of Loan Agreement dated May
15, 2002.