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): May29, 1997
The Failure Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18655 77-0218904
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
149 Commonwealth Drive, Menlo Park, California 94025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 326-9400
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N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On May 16, 1997, The Failure Group Washington, Inc., a wholly-owned
subsidiary ("Sub") of The Failure Group, Inc. ("Failure Group"), merged (the
"Merger") with and into Performance Technologies, Incorporated d.b.a. PTI
Environmental Services, a Washington corporation ("PTI"). As a result of the
Merger, PTI became a wholly-owned subsidiary of Failure Group.
The Merger occurred pursuant to the terms of the Agreement and Plan of
Reorganization dated as of April 27, 1997, as amended by Amendment Number 1
thereto dated as of May 7, 1997, entered into by and among Failure Group; Sub;
PTI; Robert C. Barrick, Gary N. Bigham, Thomas C. Ginn, Marc W. Lorenzen and
Larry F. Marx (collectively the "Principal Shareholders"); and Chase Trust
Company of California (the "Reorganization Agreement") and pursuant to a related
Plan of Merger between Sub and PTI filed with the Secretary of State of the
state of Washington as of May 16, 1997 (the "Plan of Merger"). The Merger has
been accounted for under the purchase method of accounting. In addition to $7.5
million in cash, an aggregate of 480,002 shares of Failure Group Common Stock
were issued in connection with the Merger.
All of the shares of Failure Group Common Stock issued pursuant to the
Merger were placed into escrow to satisfy certain indemnification obligations of
PTI and the Principal Shareholders pursuant to the escrow provisions of the
Reorganization Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
It is impractical for the registrant to provide the required
financial statements for the business acquired at the time of filing of this
report, but the registrant will file such required financial statements by
amendment as soon as practicable, but not later than 60 days after this report
must be filed.
(b) Pro Forma Financial Information.
It is impractical for the registrant to provide the required
pro forma financial information for the business acquired at the time of filing
of this report, but the registrant will file such required pro forma financial
information by amendment as soon as practicable, but not later than 60 days
after this report must be filed.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated as of April 27, 1997, entered into by and among
The Failure Group, Inc., The Failure Group Washington, Inc., Performance Technologies,
Incorporated d.b.a. PTI Environmental Services, Robert C. Barrick, Gary N. Bigham, Thomas
C. Ginn, Marc W. Lorenzen, Larry F. Marx, and Chase Trust Company of California.
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2.2 Amendment Number 1 dated as of May 7, 1997, to the Agreement and Plan of Reorganization
dated as of April 27, 1997, entered into by and among The Failure Group, Inc., The Failure
Group Washington, Inc., Performance Technologies, Incorporated d.b.a. PTI Environmental
Services, Robert C. Barrick, Gary N. Bigham, Thomas C. Ginn, Marc W. Lorenzen, Larry F.
Marx, and Chase Trust Company of California.
2.3 Plan of Merger filed as of May 16, 1997, by and between The Failure Group Washington, Inc.
and Performance Technologies, Incorporated d.b.a. PTI Environmental Services.
4.1 Registration Rights Agreement dated May 16, 1997.
27.1* Financial Data Schedule.
*To be filed by amendment.
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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 hereunto duly authorized.
THE FAILURE GROUP, INC.
Dated: May 29, 1997 By: /s/ Gail A. Aldrich
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Corporate Vice President
and Secretary
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INDEX TO EXHIBITS
Exhibit No.
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2.1 Agreement and Plan of Reorganization dated as of April 27, 1997, entered into by and among
The Failure Group, Inc., The Failure Group Washington, Inc., Performance Technologies, Incorporated
d.b.a. PTI Environmental Services, Robert C. Barrick, Gary N. Bigham, Thomas C. Ginn, Marc W.
Lorenzen, Larry F. Marx, and Chase Trust Company of California.
2.2 Amendment Number 1 dated as of May 7, 1997, to the Agreement and Plan of Reorganization
dated as of April 27, 1997, entered into by and among The Failure Group, Inc., The Failure Group
Washington, Inc., Performance Technologies, Incorporated d.b.a. PTI Environmental Services, Robert
C. Barrick, Gary N. Bigham, Thomas C. Ginn, Marc W. Lorenzen, Larry F. Marx, and Chase Trust
Company of California.
2.3 Plan of Merger filed as of May 16, 1997, by and between The Failure Group Washington, Inc.
and Performance Technologies, Incorporated d.b.a. PTI Environmental Services.
4.1 Registration Rights Agreement dated May 16, 1997.
27.1* Financial Data Schedule.
*To be filed by amendment