UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 8, 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 7. FINANCIAL STATEMENTS AND EXHIBITS
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 27, 2003, APA Acquisition, Inc., our wholly-owned
subsidiary, acquired certain assets of Americable. The transaction closed on
July 2, 2003. APA Optics, Inc. ("APA") reported the acquisition on a Form 8-K
dated July 2, 2003. Under the requirements of Form 8-K, Item 7(a)(2) and Item
7(a)(4), APA has sixty days from the date on which the Form 8-K was required to
be filed to file the required financial statements and pro forma financial
information. This amendment provides the financial statements and pro forma
financial information required by Regulation S-X.
a. Financial Statements of Business Acquired
The following financial statements of Americable are included as
Exhibit 99.2:
(i) Report of Independent Certified Public Accountants;
(ii) Balance Sheets, Statements of Operations, Statements of
Shareholders' Equity (Deficit) and Statements of Cash Flows for
the years ended December 31, 2002 and 2001;
(ii) Notes to Financial Statements.
b. Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial
statements are attached as Exhibit 99.3:
(i) Pro Forma Condensed Consolidated Balance Sheet as of March 31,
2003;
(ii) Pro Forma Condensed Consolidated Statement of Operations for the
year ended March 31, 2003;
(iii) Notes to Pro Forma Condensed Consolidated Financial Statements.
ITEM 7. EXHIBITS
Exhibit No. Description
- ----------- -----------
99.2 Financial Statements of Business Acquired
99.3 Pro Forma Financial Information
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: August 8, 2003 APA OPTICS, INC.
By: /s/ Anil K. Jain
----------------
Anil K. Jain, Chief Executive Officer
Authorized Signatory