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
Date of Report: October 23, 1997
QUIXOTE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-7903 36-2675371
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(Commission File Number) (I.R.S. Employer
Identification Number)
One East Wacker Drive, Suite 3000, Chicago, IL 60601
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(Address of principal executive office) (zip code)
(312)467-6755
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(Registrant's telephone number, including area code)
Item. 2 Acquisition of Assets
On October 10, 1997, the Registrant and its wholly-owned subsidiary,
TranSafe Corporation, acquired certain assets and assumed certain contracts from
Roadway Safety Service, Inc., Momentum Management, Inc., and Fitch Barrel
Corporation with respect to the Fitch Universal Module, the React 350 Crash
Cushion and the Dragnet Vehicle Arresting Barrier product lines. As part of
this acquisition, TranSafe acquired certain Roadway distributorships and entered
into a consulting agreement with the principal shareholder of the Roadway
business. The purchased assets have been used by the sellers in the Roadway
crash attenuating business, which competes with the Registrant's subsidiary,
Energy Absorption Systems, Inc. In its fiscal year ended June 30, 1997,
Roadway had $6,887,000 in sales. The purchase price for this business was
$10,220,000, of which $4,685,000 was paid in cash at closing and other
payments, the present value of which is $5,535,000, will be paid over the
next 10 years using a discount rate of 8.5%. The Registrant used its
own funds to make this acquisition. The Registrant intends to use the assets
and rights TranSafe acquired to continue to operate the Roadway business
separate from its Energy Absorption Systems operation. The purchase was
effective October 1, 1997.
In a separate transaction, TranSafe Corporation obtained certain licensing
rights from Roadway Safety Systems, Inc. and Robert A. Mileti for the Fitch
Universal Module.
In connection with this acquisition, the Registrant's subsidiary, Energy
Absorption Systems, Inc., agreed to settle litigation entitled Energy Absorption
Systems, Inc. v. Roadway Safety Service, Inc., Roadway Safety Systems, Inc. and
Robert A. Mileti, Northern District of Illinois (Civil Action No. 93 C 2147).
This case was filed in 1993 involving allegations of patent infringement and a
counterclaim of patent invalidity.
The Registrant has also acquired a 30% interest in an early stage
venture with the principal shareholder of Roadway Safety Service, Inc. to
exploit energy absorbing technology in the motorized vehicle racetrack business.
The Registrant has evaluated this acquisition under the significant
subsidiary rules and, as a result, has determined that this is not considered
to be the acquisition of a "significant subsidiary" and therefore no separate
company financial statements or pro forma financial information will be filed.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
SIGNATURE
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.
QUIXOTE CORPORATION
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/S/ Daniel P. Gorey
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By: Daniel P. Gorey
Its: Vice President, Chief
Financial Officer & Treasurer
Date: October 23, 1997
Index of Exhibits
Exhibits Description
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2.1 Asset Purchase Agreement made October 10, 1997, to be effective
October 1, 1997, by and between Quixote Corporation, TranSafe
Corporation, Roadway Safety Service, Inc., Momentum Management,
Inc., and Fitch Barrier Corporation.
2.2 Exclusive License Agreement made October 10, 1997, to be
effective October 1, 1997, by and between Robert A. Mileti,
Roadway Safety Systems, Inc., Quixote Corporation and TranSafe
Corporation.
2.3 Consulting Agreement made October 10, 1997, to be effective
October 1, 1997, by and between TranSafe Corporation and
E. Scott Walter.
2.4 Promissory Note dated October 10, 1997 from TranSafe
Corporation to Jay Walter and J. C. Walter Company, Inc. in
the amount of $900,000, issued in connection with the
acquisition of distributorship.
2.5 Promissory Note dated October 10, 1997 from TranSafe
Corporation to Rigg Warton and RFW Sales in the amount of
$900,000, issued in connection with the acquisition of
distributorship.