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: December 9, 1998
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, Illinois 60601
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(Address of principal executive offices) (zip code)
(312) 467-6755
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(Registrant's telephone number, including area code)
Item 1. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
On December 9, 1998, Quixote Corporation ("Quixote") purchased all of the
outstanding stock of Nu-Metrics, Inc. ("Nu-Metrics") from its six shareholders.
Nu-Metrics is based in Uniontown, Pennsylvania, and is engaged in the business
of developing and manufacturing electronic measuring instruments for the highway
transportation industry. Nu-Metrics' traffic sensing and distance measuring
devices are sold worldwide.
The purchase price of $14,900,000 (less adjustments of $1,020,000 based
on tax holdbacks and changes in the net assets of Nu-Metrics from June 30,
1998, to September 30, 1998) was paid in cash. A final determination of the
purchase price based on the value of the net assets as of November 30, 1998,
will be made in January 1999. In January 1999, Quixote will also pay
$100,000 to the principal shareholder of Nu-Metrics in connection with his
covenants to refrain from competition. When acquired, Nu-Metrics had long
term debt of approximately $1.03 million, of which Quixote intends to repay
approximately $463,000 in December 1998. Quixote borrowed funds on its line
of credit to make this acquisition.
Quixote intends to continue the Nu-Metrics business operations in
Uniontown, Pennsylvania. Quixote has transferred all of the Nu-Metrics stock
to its wholly-owned subsidiary, TranSafe Corporation.
Quixote has determined that Nu-Metrics is a significant subsidiary and will
file separate company financial statements and pro forma financial information
within sixty (60) days of December 9, 1998.
Items 3 and 4. Not Applicable.
Item 5. Other Events.
On December 14, 1998 Quixote and its formerly owned subsidiary, Disc
Manufacturing, Inc., ("DMI"), entered into a Confidential Settlement Agreement
and Release in final settlement of litigation pending in the United States
District Court for the District of Delaware. The litigation includes a lawsuit,
Civil Action No. 95-21-SLR, brought by Discovision Associates against DMI for
infringement of certain patents related to optical disc technology as well as a
lawsuit, Civil Action No. 95-345-SLR, brought by DMI against Discovision
Associates, Pioneer Electronic Corporation, Pioneer Electronics (USA) Inc. and
Pioneer Electronics Capital Inc. for violations of the antitrust laws and acts
of unfair competition. The Company's press release describing the settlement is
attached hereto and incorporated herein as Exhibit 2.3. See the Company's Form
10-K Report for the fiscal year ended June 30, 1998, Item 3, for additional
information concerning these lawsuits.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 2.1. Stock Purchase Agreement by and among Quixote Corporation and
Nu-Metrics, Inc. and Harry R. Sampey, Ph.D., Brenda J. Auer, Christine C.
Sampey, Kim A. Sampey, Vicki L. Sampey and Karen Singo dated as of
November 30, 1998.
Exhibit 2.2. Press release dated December 11, 1998.
Exhibit 2.3. Press release dated December 15, 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.
QUIXOTE CORPORATION
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Date: December 16, 1998 /s/ Daniel P. Gorey
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By: Daniel P. Gorey
Its: Vice President, Chief
Financial Officer and
Treasurer