UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 9, 2004
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AMISTAR CORPORATION
(Exact name of registrant as specified in its Charter)
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CALIFORNIA 0-13403 95-2747332
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
237 VIA VERA CRUZ
SAN MARCOS, CA92078-2698
(Address of principal executive offices)
AREA CODE (760) 471-1700
(Registrant's telephone number, including area code)
CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS (SEE GENERAL INSTRUCTION A.2 BELOW):
|_| WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES
ACT (17 CFR 230.425)
|_| SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT
(17 CFR 240.14A-12)
|_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE
EXCHANGE ACT (17 CFR 240.14D-2(B))
|_| PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE
EXCHANGE ACT (17 CFR 240.13E-4(C))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On November 9, 2004 , the Company entered into a definitive purchase
and sale agreement and lease agreement with PG Acquisitions, LLC by which it
will consummate a sale-leaseback of its facility and redeem the balance of the
Company's outstanding industrial development bonds. The Company expects the
transaction to close during December 2004. The terms include a selling price of
$7,800,000, estimated net proceeds to be realized of $7,517,000, and a hold back
security deposit of approximately $417,000, of which approximately $261,000 is
refundable based on the attainment of certain profitability measures. Upon the
close, an amount equal to the outstanding balance of the Company's industrial
development bonds plus accrued interest will be disbursed, resulting in the
termination of the standby letter of credit posted by the Company's bank and the
release of all related security interests granted to the bank in connection
therewith. The Company estimates a net increase in cash resulting from this
transaction of approximately $4,400,000. The lease agreement requires an initial
monthly rent payment of $52,167 (subject to certain inflation adjustments as
defined) with a term of 10 years. The expected gain of $4,300,000 will be
deferred and amortized over the 10-year lease term. A copy of the Purchase and
Sale Agreement is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit 99.1-Purchase and Sale Agreement, dated November 8, 2004*
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 1, 2004 Amistar Corporation
By: /S/ GREGORY D. LEISER
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Gregory D. Leiser
Vice President Finance and
Chief Financial Officer
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