SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) AUGUST 9, 1999
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ASAHI/AMERICA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
04-2621836
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(Commission File Number) (IRS Employer Identification No.)
35 Green Street, Malden, Massachusetts 02148-0005
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(Address of Principal Executive Offices) (Zip Code)
781-321-5409
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
TABLE OF CONTENTS
FORM 8-K
AUGUST 9, 1999
Item Page
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Item 2. Acquisition or Disposition of Assets. 1
Item 7. Financial Statements and Exhibits. 1
Signature 2
Exhibits E-1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 9, 1999, Asahi/America, Inc. (the "Company") entered into
a Merger Agreement (the "Merger Agreement") with Midnight Acquisition
Holdings, Inc. ("Holdings"), a wholly-owned subsidiary of Asahi Organic
Chemicals Industry Co., Ltd. ("AOC"), the Company's principal supplier of
valves. The merger consideration to be paid for all of the outstanding shares
of the Company's common stock is $8.25 per share plus an estimated $1.20 to
$1.30 per share representing the per share proceeds of the disposition of
Quail Piping Products, Inc. ("Quail"), a wholly-owned subsidiary of the
Company, net of taxes and certain expenses. Leslie B. Lewis will remain with
the Company as President and Chief Executive Officer.
The merger is conditioned upon Company stockholder approval and the
disposition of Quail. The Merger Agreement also requires that (i) the Company
have no debt at the time of the closing, with certain exceptions, (ii) all
Quail-related obligations of the Company be terminated pursuant to an
agreement in the form attached to the Merger Agreement and (iii) all shares
held directly and indirectly by Nichimen Corporation have been purchased by
AOC or its subsidiaries. The Company has also executed a Stock Purchase
Agreement for the disposition of Quail with Quail Acquisition Corporation,
which is majority owned by a management buyout group. The Stock Purchase
Agreement is contingent upon the receipt of financing and Quail Acquisition
Corporation is in discussions with potential sources for financing. There can
be no assurances that financing for the disposition will be obtained or that
the disposition and merger will be consummated.
As an inducement to Holdings to enter into the Merger Agreement,
Leslie B. Lewis, who beneficially owns 27.2% of the shares of the Company,
entered into a Stockholder Agreement, dated as of August 9, 1999 (the
"Stockholder Agreement"), pursuant to which Mr. Lewis has granted a proxy to
vote such shares in favor of the merger. The Stockholder Agreement terminates
upon the earlier to occur of (i) the closing date of the merger,
(ii) March 31, 2000 or (iii) the date the Merger Agreement is terminated if
it is terminated by mutual consent of the parties or resulting from a
governmental or court order or decree.
The foregoing descriptions of the Merger Agreement, the Stock
Purchase Agreement and the Stockholder Agreement contained herein are
qualified in their entirety by reference to (a) the Merger Agreement attached
hereto as Exhibit 2, including Exhibit C - Stockholder Agreement thereto, and
incorporated herein by reference, (b) the Stock Purchase Agreement attached
hereto as Exhibit 10.1 and incorporated herein by reference, and (c) the
Employment Agreement for Leslie B. Lewis attached hereto as Exhibit 10.2 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A. FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
B. PRO FORMA FINANCIAL INFORMATION.
Not applicable.
C. EXHIBITS.
The following exhibits are filed with this report:
Exhibit No. Title
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2 Agreement and Plan of Merger among Midnight Acquisition
Holdings, Inc., Midnight Acquisition Corp. and
Asahi/America, Inc. dated August 9,
1999, including Exhibit C - Stockholder
Agreement
10.1 Stock Purchase Agreement between Quail Acquisition
Corporation and Asahi/America, Inc. dated August 9, 1999
10.2 Employment Agreement of Leslie B. Lewis
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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.
Asahi/America, Inc.
Date: August 9, 1999 By: /s/ Kozo Terada
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Kozo Terada
Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Title
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2 Agreement and Plan of Merger among Midnight Acquisition
Holdings, Inc., Midnight Acquisition Corp. and
Asahi/America, Inc. including Exhibit C - Stockholder
Agreement
10.1 Stock Purchase Agreement between Quail Acquisition
Corporation and Asahi/America, Inc. dated August 9, 1999
10.2 Employment Agreement of Leslie B. Lewis