UNITED STATES
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: July 2, 2003
APA OPTICS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-16106 41-1347235
(State of other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
2950 NE 84TH LANE, BLAINE, MN 55449
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (763) 784-4995
(Former name, former address and former fiscal year, if changed since last
report): N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 2, 2003, we completed the acquisition of certain assets of
Americable, Inc. ("Americable"). Pursuant to the terms of the Asset Purchase
Agreement dated June 26, 2003, APA Acquisition, Inc., our wholly-owned
subsidiary acquired certain assets and assumed certain related liabilities of
Americable. The total purchase price consisted of $2,050,000 in cash paid at
closing. The funds for the cash payment came from our cash on hand.
The acquired assets consist of accounts receivable, equipment, inventory,
contracts, and goodwill used in the production of standard and custom copper and
fiber optic cable assemblies for service providers and original equipment
manufacturers. We intend to use these assets in the same type of business. We
have arrangements for use of certain Americable facilities and personnel on a
temporary basis for a transition period which we estimate will last three
months. In addition, we offered employment to 49 employees who were terminated
by Americable. The overall workforce was reduced approximately 34% from the
aggregate before the acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
We have included as exhibits to this report on Form 8-K the principal
acquisition documents.
The most recent audited historical financial statements of Americable and
pro forma financial statements which show the effect of the acquisition on our
financial condition and results of operations as if the acquisition had occurred
at the beginning of our most recent completed fiscal year will be filed by
amendment to this report on Form 8-K not later than 60 days from the date of
this report.
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ITEM 7. EXHIBITS
Exhibit No. Description
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2.1 Asset Purchase Agreement among APA Optics, Inc., APA
Acquisition, Inc., and Americable. Inc. (1)
(1) All exhibits and schedules have been omitted. Such exhibits and schedules,
which are listed below, will be supplied supplementally to the Securities
and Exchange Commission upon its request.
Schedule 2.3 Purchase Price Adjustment
Schedule 2.5 Liabilities
Exhibit 2.3 Form of Escrow Agreement
Exhibit 2.5 Assumption Agreement
Exhibit 2.7 Bill of Sale
Disclosure Letter (by Section Reference)
3.2 Authority; No Conflict
3.3 Financial Statements
3.4 Title to Properties; Encumbrances
3.5 Condition and Sufficiency of Assets
3.6 Clear Title
3.8 Accounts Receivable
3.10 Liabilities of Americable
3.11 Taxes
3.12 Material Adverse Change
3.13 Employee Benefits
3.16 Contracts; No Defaults
3.19 Employees
3.20 Intellectual Property
3.22 Brokers or Finders
3.23 Negotiation of Purchase Price
3.24 Indebtedness
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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.
Dated: July 2, 2003 APA OPTICS, INC.
By: /s/ Anil K. Jain
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Anil K. Jain, Chief Executive Officer
Authorized Signatory
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