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 (Date of Earliest event reported) May 11, 1998 (April 30, 1998)
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WESTERN POWER & EQUIPMENT CORP.
DELAWARE 0-26230 91-1688446
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4601 N.E. 77th Ave., Suite 200, Vancouver, WA 98662
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(Address of principal executive offices)
(360) 253-2346
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Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
ITEM 1 - ACQUISITION OF ASSETS
Pursuant to the terms of an Asset Purchase Agreement, dated April 30, 1998
(the "Purchase Agreement") by and between the Company's wholly-owned subsidiary,
Western Power & Equipment Corp., an Oregon Corporation ("WPEC"), as Purchaser,
and Yukon Equipment, Inc. ("Yukon"), as Seller, substantially all of the
operating assets owned by Yukon in connection with its business of servicing and
distributing construction and agricultural equipment in Alaska were sold to WPEC
by Yukon. Yukon has retail equipment operations in Anchorage, Fairbanks, and
Juneau, Alaska. WPEC is assuming Yukon's lease obligations on the real property
and improvements used in connection with the Fairbanks and Juneau operations.
Pursuant to the terms of the Purchase Agreement, Yukon has an option to sell the
real property and improvements used in connection with the Alaska operation and
upon which the Anchorage operation is located ("Anchorage Property"), to WPEC at
fair market value. If Yukon does not sell the Anchorage Property to WPEC, Yukon
will grant WPEC a 10-year lease on the Anchorage Property.
The purchase price was an aggregate of $7,710,000, of which approximately
$4,566,000 was paid in cash, consisting of approximately $5,680,000 for
equipment inventory, $613,000 for parts inventory, $399,000 for fixed assets,
$651,000 for accounts receivable, and $367,000 for other assets. WPEC
reimbursed Yukon's closing and related costs in the amount of $200,000. WPEC
assumed certain flooring and open account obligations of Yukon to Case
Corporation in the approximate amount of $2,786,000. Yukon also received 50,000
shares of WPEC's common stock in partial payment of the purchase price.
If Yukon does not elect to sell the Anchorage Property to WPEC, WPEC and
Yukon will enter into a lease agreement for the Anchorage Property as follows
(note that the lease would be a net lease with payment of insurance, property
taxes, and maintenance costs by WPEC):
Initial Purchase
Location Lessor Term Annual Rental Option
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2020 E. Third Avenue
Anchorage, AK 99501 Yukon ten years $96,000 Yes
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ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
None.
(b) EXHIBITS
DESCRIPTION OF DOCUMENT
10.1 Asset Purchase Agreement dated April 30, 1998, between Yukon Equipment,
Inc. and Western Power & Equipment Corp.
10.2 Employment Agreement dated May 1, 1998 between Maurice J. Hollowell and
Western Power & Equipment Corp.
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 hereto duly authorized.
WESTERN POWER & EQUIPMENT CORP.
(Registrant)
Dated: May 11, 1998 By: /s/ Mark J. Wright
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Mark J. Wright
Vice President, Chief Accounting and
Chief Financial Officer