UNITED STATES
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
January 16, 1998
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Date of Report (Date of earliest event reported)
FIELDS AIRCRAFT SPARES, INC.
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(Exact name of Registrant as specified in its charter)
Utah 0-27100 95-4218263
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
Incorporation) No.)
2251-A Ward Avenue
Simi Valley, CA 93005
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(Address of principal executive offices)
(Zip Code)
(805) 583-0080
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On January 16, 1998, pursuant to a Stock Purchase Agreement dated as of
January 2, 1998 by and among Fields Aircraft Spares, Inc. (the "Company"), as
Buyer, and the stockholders (the "Sellers") of Flightways Manufacturing, Inc.
(Flightways"), the Company consummated the purchase of substantially all of the
outstanding common stock, no par value (the "Shares"), of Flightways.
Flightways was not affiliated with the Company. Flightways is based in
Van Nuys, California and manufactures and repairs high quality plastic
replacement components for commercial aircraft seats and interiors. Seating
components include foodtrays, latches, shrouds, panel armcaps, bumper strips and
escutcheons. Other components are used in aircraft lavatories, galleys,
cockpits, windows, overhead units and a variety of other subassemblies. Through
its repair station (FAA Repair Station No. UFWR486L), Flightways overhauls and
repairs seats, seating components, carts and modules.
The customers of Flightways include U.S. domestic airlines as well as
an increasing number of international carriers. The Company intends to initially
operate Flightways out of its Van Nuys, California office. The Company
eventually intends to consolidate its corporate headquarters, along with all of
the Flightways operations, into a larger facility. The Company will deliver the
products and services of Flightways through the Company's distribution system.
The Company purchased over 99% of the issued and outstanding shares of
Flightways for approximately $2.9 million in cash and, in addition, the Company
retired approximately $1.1 million in Flightways debt by refinancing such debt
through the Company's existing credit facility with NationsCredit Commercial
Funding. In determining the amount of consideration to be paid for Flightways,
the Company considered, among other factors, the historical level of sales and
profitability of Flightways, its past rate of growth, 1998 financial projections
for Flightways and the potential synergies that might be obtained by combining
the two businesses, and similar factors. The acquisition of Flightways will be
accounted for as a purchase.
The foregoing description is qualified in its entirety by reference to
the Stock Purchase Agreement, which is filed as an exhibit herewith.
Funds for the acquisition were provided by the Company's line of credit
with NationsCredit Commercial Funding.
Statements in this Current Report that relate to future plans,
financial results or projections, events or performance, including statements
with respect to future business potential, future sales and future earnings, and
the effects of the acquisition are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements are subject to
risks and uncertainties that could cause actual results to differ materially.
Actual results may differ from such forward-looking statements as a result of a
number of factors, including but not limited to the successful integration of
Flightways into the Company's current operations, the ability to successfully
combine the businesses, competitive factors and pricing pressures, ability to
obtain necessary capital or financing, the price and availability of aircraft
parts and other materials, successful execution of the Company's expansion
plans, failure to maintain existing customer or vendor relationships, shifts in
market demand, general economic conditions and other risks and uncertainties.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired. The Company will file,
in the time period required by applicable regulations, pro forma financial
information regarding the Company and the acquired business and historical
financial information for the acquired business.
(c) Exhibits.
2.1 Stock Purchase Agreement by and among Fields Aircraft
Spares, Inc., as Buyer, and each of the individuals listed on Exhibit "A", as
Sellers, dated as of January 2, 1998. Pursuant to Item 601(b)(2) of Regulation
S-B, the Exhibits referred to in the Agreement are omitted. The Company agrees
to furnish supplementally a copy of any such Exhibit to the Commission upon
request.
10.1 Covenant Not to Compete, dated as of January 2, 1998,
by and among Fields Aircraft Spares, Inc., Flightways Manufacturing, Inc. and
Yung Ford.
10.2 Covenant Not to Compete, dated as of January 2, 1998,
by and among Fields Aircraft Spares, Inc., Flightways Manufacturing, Inc. and
Frank Scalise.
10.3 Covenant Not to Compete, dated as of January 2, 1998,
by and among Fields Aircraft Spares, Inc., Flightways Manufacturing, Inc. and
Christian J. Luhnow.
SIGNATURES
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.
FIELDS AIRCRAFT SPARES, INC.
Date: January 30, 1998 By /S/ Alan M. Fields
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Alan M. Fields, President