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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 1998
A.S.V., INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-25620 41-1459569
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
840 Lily Lane, P.O. Box 5160, Grand Rapids, Minnesota 55744
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (218) 327-3434
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS.
On October 14, 1998 A.S.V., Inc. (the "Company"), a Minnesota corporation,
entered into a Securities Purchase Agreement (the "Agreement") with Caterpillar
Inc. ("Caterpillar"), a Delaware corporation. Under the terms of the Agreement,
Caterpillar will acquire, for an aggregate purchase price of $18,000,000, one
million newly issued shares of the Company's common stock and a warrant to
purchase an additional 10,267,127 newly-issued shares of the Company's common
stock at a price of $21.00. The Agreement provides that, upon closing, the
Company's board of directors will be increased from eight to ten members and the
Company's board of directors will appoint two members designated by Caterpillar.
Caterpillar intends to pay for the transactions contemplated by the Agreement
from its generally available cash funds. The consummation of the transactions
contemplated by the Agreement is contingent upon receiving Company shareholder
and regulatory approvals.
In connection with entering into the Agreement, the Company, Caterpillar
and certain shareholders of the Company have entered into several ancillary
agreements. First, the Company and Caterpillar have entered into an Option
Agreement pursuant to which Caterpillar has the option to purchase 1,579,000
shares of the Company's common stock, through a private issuance from the
Company, at a price of $18.00 per share, exercisable in whole or in part at any
time until October 14, 1999 or the closing of the transactions contemplated by
the Agreement, whichever is sooner.
Second, certain of the shareholders (the "Shareholders") of the Company and
Caterpillar have entered into a Voting Agreement pursuant to which the
Shareholders have agreed (i) that the Shareholders will not sell, transfer,
pledge, grant a security interest in or lien on or otherwise dispose of or
encumber any of their shares in the Company prior to the closing of the
transactions contemplated by the Agreement and (ii) that the Shareholders will
vote each of his or her shares at every annual, special or adjourned meeting of
the shareholders of the Company (a) in favor of approval of the Agreement, (b)
against any Competing Transaction (as defined in the Agreement) and (c) in favor
of any other matter relating to the closing of the transactions contemplated by
the Agreement.
Finally, the Company and Caterpillar have entered into a Commercial
Alliance Agreement pursuant to which Caterpillar will provide the Company with
access to its dealer network and will make various management, financial and
engineering resources available to the Company following the closing.
Following the closing, Caterpillar will own approximately 8.8% of the
Company's outstanding common stock (assuming the exercise or conversion of all
outstanding options, warrants and convertible debentures) and will have the
right to own up to approximately 52% of the Company's outstanding common stock
(assuming the exercise or conversion of all outstanding options, warrants and
convertible debentures) upon exercise of the warrant.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit Description of Exhibit
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2(a) Securities Purchase Agreement dated as of October 14, 1998 between
Caterpillar Inc. and A.S.V., Inc.
(b) Form of Warrant Certificate to be issued to Caterpillar upon closing
of the transactions contemplated by the Agreement
(c) Option Certificate dated as of October 14, 1998 between Caterpillar
Inc. and A.S.V., Inc.
(d) Voting Agreement dated as of October 13, 1998 by certain shareholders
of A.S.V., Inc. and Caterpillar Inc.
(e) Commercial Alliance Agreement dated October 14, 1998 between
Caterpillar Inc. and A.S.V., Inc.
99 Press release dated October 14, 1998
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.
Date: October 27, 1998 A.S.V., INC.
/s/ Gary D. Lemke
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Gary D. Lemke
President and CEO
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EXHIBIT INDEX
Exhibit Description of Exhibit
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2(a) Securities Purchase Agreement dated as of October 14, 1998 between
Caterpillar Inc. and A.S.V., Inc.
(b) Form of Warrant Certificate to be issued to Caterpillar upon closing
of the transactions contemplated by the Agreement
(c) Option Certificate dated as of October 14, 1998 between Caterpillar
Inc. and A.S.V., Inc.
(d) Voting Agreement dated as of October 13, 1998 by certain shareholders
of A.S.V., Inc. and Caterpillar Inc.
(e) Commercial Alliance Agreement dated October 14, 1998 between
Caterpillar Inc. and A.S.V., Inc.
99 Press release dated October 14, 1998
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