SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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) May 1, 1997
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Asahi/America, Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts 0-28322 04-2621836
(State or other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
35 Green Street, Malden Massachusetts 02148-0005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 321-5409
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Item 2. Acquisition or Disposition of Assets.
On May 1, 1997, Asahi/America, Inc. (the "Registrant") consummated its
acquisition of certain assets from Universal Flow Monitors, Inc., ("UFM"), a
Michigan corporation, and UFM's affiliate, The Rosaen Company, a Michigan
corporation (together with UFM, the "Seller"). For the purchase price of $3
million in cash, the Registrant acquired two product lines with related
inventory and equipment from the Seller, and certain patent and patent
application rights. The acquired product lines include the design, development,
manufacture, marketing and servicing of a line of plastic vortex flow sensor
products known as the "Vortex Shedding Product Line", which are based on
piezoelectric technology. The assets also include a new line of vortex products
using ultrasonic sensing technology, currently in development. The Registrant
intends to continue to offer the acquired product lines and believes that these
assets and associated intellectual property rights will complement its current
business and diversify its total product offerings. Of the $3 million cash
consideration, the Registrant used $1 million of its cash remaining from its
initial public offering completed in May 1996 and a $2 million revolving credit
facility from Citizens Bank of Massachusetts.
Item 7. Exhibits.
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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2.1 Purchase and Sale Agreement For the Acquisition By Asahi/America,
Inc. of Certain Assets of Universal Flow Monitors, Inc. and The
Rosaen Company, Dated as of April 30, 1997.
2.2 Royalty Agreement by and between Asahi/America, Inc. and The Rosaen
Company, Dated as of May 1, 1997.
2.3 Employment Agreement by and between Asahi/America, Inc. and David
Marsh, Dated as of May 1, 1997.
The following non-material schedules to the Purchase and Sale Agreement
(Exhibit 2.1) have not been included herein. Such schedules will be
supplementally filed with the Commission upon request.
SCHEDULE DESCRIPTION
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2.1.1 Purchase Orders
2.1.1(b) Noncompetition & Confidentiality Agreements
2.1.2(a) Trademarks and Copyrights
2.1.2(b) SELLER's "Universal" trademark rights
2.1.4 Patents and Technology
2.1.5 Inventory
2.1.6 Equipment and Personal Property
5.3 Ultrasonic Vortex Product
8.1.1 Exceptions to SELLER's Representations and Warranties
8.1.4 Licenses and Permits
8.1.10 Material Contracts
8.1.13 Largest Suppliers and Customers
8.1.15(a) Product Warranties; Warranty Rights
8.1.15(b) Unresolved Material Claims
8.1.17 Distributor Agreements
8.1.18 Financial Data
9.2.7(e)(i) Allocation of Purchase Price
9.3.4(a) Restricted Flow Meters
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ASAHI/AMERICA, INC.
Dated: May 13, 1997 By: /s/ Leslie B. Lewis
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Leslie B. Lewis
Principal Executive Officer and President