UNITED STATES
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) March 25, 1998
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BMC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 1-8467 41-0169210
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
ONE MERIDIAN CROSSINGS
SUITE 850
MINNEAPOLIS, MINNESOTA 55423
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 851-6000
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TWO APPLETREE SQUARE, MINNEAPOLIS, MINNESOTA 55425
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(Former Address)
Item 5. OTHER EVENTS.
VIS-ORC, Inc. (the "Company")(a wholly-owned subsidiary of Vision-Ease
Lens, Inc., in turn a wholly-owned subsidiary of BMC Industries, Inc.) entered
into an Asset Purchase Agreement, dated as of March 25, 1998 (the "Asset
Purchase Agreement"), with Monsanto Company, a Delaware corporation
("Monsanto"). The Asset Purchase Agreement provides for the purchase by the
Company of substantially all of the assets, properties and rights (the "Assets")
of Monsanto used in the Orcolite business unit (the "Business"), an operating
division of Monsanto.
Under the terms of the Asset Purchase Agreement, the Company will pay to
Monsanto $100,000,000 and up to an additional $800,000 (representing the amount
of additional capital expenditures made by Monsanto between March 25, 1998 and
the closing of this transaction) as consideration for the Assets. The foregoing
purchase price is subject to adjustment at closing for certain working capital
items, as set forth in the Asset Purchase Agreement. Subject to certain
indemnification rights against Monsanto, the Company will also assume the
obligations and liabilities of Monsanto primarily relating to the Assets and the
Business. The acquisition is expected to close in the second quarter of 1998.
The foregoing description of the Asset Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the Asset
Purchase Agreement, which is attached hereto as an exhibit and incorporated
herein by reference.
Item 7. EXHIBITS.
2.1 Asset Purchase Agreement, dated as of March 25, 1998, between Monsanto
Company and VIS-ORC, Inc.
The Registrant hereby agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request.
99.1 Press Release of BMC Industries, Inc. dated March 25, 1998.
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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 thereunto duly authorized.
BMC INDUSTRIES, INC.
Date: April 3 , 1998 By /s/ Jeffrey J. Hattara
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Jeffrey J. Hattara
Vice President of Finance and
Administration, and Chief
Financial Officer
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EXHIBIT INDEX
No. Exhibit No. Page
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2.1 Asset Purchase Agreement, dated as of March 25, Filed
1998, between Monsanto Company Electronically
and VIS-ORC, Inc.
99.1 Press Release of BMC Industries, Inc. Filed
dated March 25, 1998. Electronically