UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURTIES AND EXCHANGE ACT OF 1934
Date of Report: August 19, 2005
Date of earliest event reported: August 16, 2005
AMISTAR CORPORATION
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(Exact name of registrant as specified in its Charter)
CALIFORNIA 95-2747332
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
0-13403
(Commission
file number)
237 VIA VERA CRUZ
SAN MARCOS, CA 92078-2698
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
C.F.R. 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
C.F.R. 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 C.F.R. 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 C.F.R. 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 16, 2005, the Company entered into a definitive agreement with SMS
Technologies, Inc. (the "Buyer"), under which, the Company and the Buyer intend
to use commercially reasonable efforts to assign to the Buyer the rights and
obligations of the Company in certain manufacturing agreements of the Company's
AMS ("Amistar Manufacturing Services") division. In connection with any such
assignments, the Company intends to sell certain AMS assets and inventory of the
Company to the Buyer that are used in connection with the applicable
manufacturing agreements for consideration to be agreed upon by the Company and
the Buyer. In addition, in consideration for the assignment of the applicable
manufacturing agreements and for other services provided by the Company to the
Buyer, the Company will be entitled to a sales commission with respect to
products or services delivered to the applicable customer by the Buyer under
assigned manufacturing agreements for a period of three years from the
applicable assignment.
Subject to certain exceptions, upon the first assignment of a manufacturing
agreement, the Company will be subject to a noncompete obligation whereby it
will generally be prohibited for a period of three (3) years from owning,
managing, operating or controlling any business or entity that provides
Electronic Manufacturing Services provided to original equipment manufacturers
as provided by the Company through its AMS division on August 16, 2005.
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: August 19, 2005 Amistar Corporation
By: /s/ Gregory D. Leiser
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Gregory D. Leiser
Vice President Finance and
Chief Financial Officer