UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 16, 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))
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EXCHANGE ACT (17 CFR 240.13E-4(C))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On December 16, 2004, the Company consummated a sale and lease back transaction
according to the terms of the definitive agreement entered into on November 9,
2004 with PG Acquisitions, LLC. The terms included a selling price of
$7,800,000, net proceeds realized were approximately $7,508,000, 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.
Concurrently with the closing, a portion of the proceeds was transferred to the
issuer's bank as substitution of collateral supporting the letter of credit,
which supports the industrial development bonds. The Company's bank released its
security interests in the Company's assets upon completion of the substitution
of collateral (see Item 2.04 of this report).
The Company had a net increase in cash resulting from this transaction of
$4,327,000. 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 gain of approximately $4,200,000 will be deferred and amortized over
the 10-year lease term.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
On December 16, 2004, in conjunction with the closing of the transaction
reported under Item 2.01 of this report, the Company directed US Bank, N.A., the
Trustee (the "Trustee") for the Variable Rate Demand Industrial Development
Bonds (Amistar Corporation Project) Series 1985 issued by the Industrial
Development Authority of the City of San Marcos (the "Bonds"), to call the
$2,700,000 outstanding principal amount of Bonds for redemption on January 3,
2005 (the "Redemption Date") at the specified redemption price of 100% of
principal plus accrued interest.
On December 16, 2004, the proceeds of $2,738,000 from the transaction reported
under Item 2.01 were transferred to a cash collateral account (the "Collateral
Account") with the issuer of the standby letter of credit (the "Letter of
Credit") securing the Bonds. On the Redemption Date, the letter of credit issuer
will transfer to the Trustee the funds necessary to redeem the Bonds and the
Trustee will return the Letter of Credit for cancellation. Any funds remaining
in the Collateral Account after being applied to the redemption, and payment of
fees and expenses, will be returned to the Company.
On December 20, 2004, the Company used $1,012,000 of the proceeds of the
transaction reported under Item 2.01 to repay the previously reported working
capital loans (including accrued interest) extended to the Company by Gordon
Marshall, a director of the Company.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS INCORPORATED BY REFERENCE
Exhibit 99.1 - Purchase and Sale Agreement, dated November 8, 2004.
Standard Industrial/Commercial Single-Tenant Lease-
Net dated December 16, 2004. Incorporation by reference to the Company's Current
Report on Form 8K/A filed on December 7, 2004.
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 22, 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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