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) January 31, 2001
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THE KEITH COMPANIES, INC.
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(Exact name of registrant as specified in its Charter)
California 000-26561 33-0203193
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2955 Red Hill Avenue, Costa Mesa, California 92626
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 668-7001
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Assets of Hook & Associates Engineering, Inc.
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The Keith Companies, Inc. a California corporation (the "Registrant") is
the reporting company under this Form 8-K. On January 31, 2001, HEA Acquisition,
Inc., a California corporation ("Buyer") and wholly owned subsidiary of the
Registrant acquired substantially all of the assets (the "Assets") and assumed
substantially all of the liabilities of privately-held Hook & Associates
Engineering, Inc., an Arizona corporation ("Seller") pursuant to that certain
Asset Purchase Agreement dated January 31, 2001 by and among Buyer, the
Registrant, Seller and the shareholders of Seller (the "Agreement").
Seller is an engineering and consulting services firm. Seller's
headquarters are located in Phoenix, Arizona and it has additional offices in
Colorado and Wyoming.
The purchase price of the Assets consisted of $1,530,000 in cash at
closing, a contingent payment of the Registrant's stock of $1,200,000, a
subordinated promissory note in the original principal amount of $1,300,000, the
payment of which is subject to certain adjustments and contingencies set forth
in the Agreement and the assumption by Buyer of certain assumed liabilities of
Seller. The cash payment made to Seller at closing was funded by the
Registrant's working capital and borrowings under its credit line and additional
payments will be funded in the same manner. The consideration exchanged was
determined through arms'-length negotiations. There is no material relationship
between Seller, Seller's shareholders or their affiliates and Buyer, the
Registrant or their affiliates.
The foregoing description does not purport to be complete and is qualified
in its entirety by reference to the Agreement, which is attached hereto as
Exhibit 2.1 and is incorporated herein by this reference.
A copy of the press release issued by the Registrant on February 1, 2001
concerning the foregoing transaction is filed as Exhibit 99.1 hereto and is
incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements.
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(a) and (b) To the extent required, the Registrant will file the
financial statements and pro forma financial statements of
the business acquired pursuant to Item 7 of Form 8-K no
later than 60 days after the date that this Current Report
on Form 8-K is required to be filed.
(c) Exhibits.
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2.1 Asset Purchase Agreement dated January 31, 2001 by and among
Buyer, the Registrant, Seller and the shareholders of
Seller.
99.1 Text of Press Release dated February 1, 2001.
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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.
Date: February 14, 2001 THE KEITH COMPANIES, INC.
By: /s/ Aram H. Keith
Aram H. Keith, Chief Executive Officer
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