-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IFd5NJPqAc5XE4k7uUSbsF4FO0sGTa9luxr4Pq02MKp2Y1//upA3m3+pHSAWYqdY qXiWgJGBTTxqfoUkwz0Uzg== 0000930661-97-001683.txt : 19970710 0000930661-97-001683.hdr.sgml : 19970710 ACCESSION NUMBER: 0000930661-97-001683 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970603 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970709 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUFFTON CORP CENTRAL INDEX KEY: 0000351220 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 751732794 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09822 FILM NUMBER: 97637878 BUSINESS ADDRESS: STREET 1: 226 BAILEY AVE STE 101 CITY: FORT WORTH STATE: TX ZIP: 76107 BUSINESS PHONE: 8173324761 MAIL ADDRESS: STREET 1: 226 BAILEY AVE STE 101 CITY: FORT WORTH STATE: TX ZIP: 76107 FORMER COMPANY: FORMER CONFORMED NAME: BUFFTON OIL & GAS INC DATE OF NAME CHANGE: 19830405 8-K 1 FORM 8-K 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 June 3, 1997 (DATE OF EARLIEST EVENT REPORTED) BUFFTON CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) COMMISSION FILE NUMBER 001-09822 DELAWARE 75-1732794 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION) 226 BAILEY AVENUE SUITE 101 FORT WORTH, TEXAS 76107 (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 332-4761 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 3, 1997, the Company completed the sale of substantially all of the assets of Current Technology, Inc., a Delaware corporation, and an indirect subsidiary of the Company ("CTI"), to Danaher Corporation, a Delaware corporation and CTI Acquisition Corporation, a Delaware Corporation pursuant to the terms of an Asset Purchase Agreement, dated as of February 14, 1997, and amended on April 16, 1997 (the "Purchase Agreement"). The purchase price received at the closing was $25,500,000.00 in cash and the assumption by CTI Acquisition Corporation of approximately $1,300,000.00 in certain specified liabilities of CTI. The purchase price is subject to a post closing adjustment to the extent the Net Tangible Assets of CTI as of May 31, 1997, is more or less than $2,500,000.00. The term Net Tangible Assets is defined in the Purchase Agreement as the amount by which the sum of the accounts receivable (net of reserves), inventories (net of reserves), prepaid assets, fixed assets (net of depreciation), deposits and other assets included in the Acquired Assets (as also defined in the Purchase Agreement) excluding all intangibles other than the Texas A & M license, exceeds the sum of accounts payable, accrued liabilities, contract liabilities, lease liabilities and taxes included in the Assumed Liabilities, as reflected on the Closing Date Balance Sheet (as defined in the Purchase Agreement). The Closing Date Balance Sheet is to be prepared and submitted to CTI Acquisition Corporation within 45 days after the Closing. The assets sold include substantially of the assets owned by CTI and used in connection with its business, including without limitation, all inventory, accounts receivable, tangible personal property, intellectual property rights and contracts. The purchase price for the subject assets was determined through negotiations between the Company and the Buyer. The Company retained Southwest Securities to render an opinion to the Board of Directors of the Company as to the fairness to the Company, from a financial point of view, of the consideration to be received by CTI in connection with the proposed transaction. Southwest Securities delivered an opinion to the Board of Directors to the effect that, as of February 17, 1997, and based upon and subject to stated assumptions, the consideration to be received by CTI in the subject transaction was fair, from a financial point of view, to the Company. This opinion is attached as Appendix III to the Company's Proxy Statement for Annual Meeting of Stockholders held on May 16, 1997. Prior to the consummation of such transaction, no material relationship existed between any of such persons and the Company or any of its affiliates, directors or officers, or any associate of any such director or officer. However, effective as of the Closing Date of the subject transaction, Walter D. Rogers, Jr., a director of the Company, terminated his employment with CTI, and became the president of CTI Acquisition Corporation. Mr. Rogers continues to serve as a member of the Board of Directors of Buffton Corporation. Effective upon the Closing of the subject transaction, CTI changed its name to Story Road, Inc., and CTI Acquisition Corporation changed its name to Current Technology, Inc. -2- The foregoing summary description of the certain terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement. A copy of the Purchase Agreement was filed on February 21, 1997, on a Form 8-K. The Company agrees to furnish supplementally a copy of any omitted Exhibit or Schedule to the Commission upon request. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Listed below are the financial statements, proforma financial information and exhibits, if any, filed as a part of the report. (b) Proforma financial information required pursuant to Article 11 of Regulation S-X are set forth in the Company's Proxy Statement for Annual Meeting of Stockholders to be held on May 16, 1997, filed on April 23, 1997, pursuant to Section 14(A) of the Securities Exchange Act of 1934, and such Proxy Statement is incorporated herein by reference. (c) Exhibits 2.1 Asset Purchase Agreement by and among Current Technology, Inc., Summatronix, Inc., Buffton Corporation, CTI Acquisition Corporation, and Danaher Corporation, dated as of February 14, 1997, set forth as Exhibit 2.1 to Form 8-K dated and filed February 19, 1997 and incorporated herein by reference. 2.2 First Amendment to Asset Purchase Agreement, dated April 16, 1997. BUFFTON CORPORATION Dated: July 8, 1997 By: /s/ Robert Korman --------------------------------------- Robert Korman, Vice President and Chief Financial Officer -3- EX-2.2 2 1ST AMENDMENT TO ASSET PUCHASE AGREEMENT Exhibit 2.2 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT ------------------------ THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), dated --------- as of April 16, 1997, is entered into by and among Current Technology, Inc., a Delaware corporation ("CTI") Summatronix, Inc., a Delaware corporation --- ("Summatronix"), Buffton Corporation, a Delaware corporation ("Buffton"), CTI ----------- Acquisition Corporation, a Delaware corporation ("Buyer") and Danaher Corporation, a Delaware corporation ("Danaher"). WITNESSETH: WHEREAS, the parties hereto have heretofore entered into that certain Asset Purchase Agreement dated as of February 14, 1997 (the "APA"), pursuant to which Danaher agreed to buy, and CTI agreed to sell, substantially all of the assets of CTI; and WHEREAS, the parties desire to amend the APA as provided herein; NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows: 1. Amendment of Section 4.1 (Closing Date). The second sentence of ---------------------------------------- Section 4.1 of the APA is hereby amended to add the following at the end of such - ----------- second sentence: provided that, if the condition precedent stated in Section 4.4(a)(i) ----------------- is satisfied during the month of May 1997, the Closing will be held on June 3, 1997, but effective as of May 31, 1997 (the "Effective Date"). 2. Amendment of Sections 1.1 and 1.3. The following is hereby added as ---------------------------------- Section 1.4 of the APA: - ----------- 1.4 Modification of "Closing Date". Wherever in Section 1.1 or ----------------------------- ----------- Section 1.3 the words "Closing Date" appear (other than when combined ----------- with "Balance Sheet"), the same shall instead be read and mean: "Closing Date (or Effective Date if the Closing is held pursuant to the proviso at the end of the second sentence of Section 4.1)." The parties acknowledge that CTI may continue to conduct business in the ordinary course after the Effective Date, subject to Section 6.9(d) -------------- and the other provisions of this Agreement. 3. Amendment of Section 2.1(a) (Accounts Payable). Section 2.1(a) of ---------------------------------------------- -------------- the APA is hereby amended to add the following before the semi-colon at the end of such Section: plus any accounts payable which are incurred in the ordinary course of business between the Closing Date and the Effective Date if the Closing is held pursuant to the proviso at the end of the second sentence of Section 4.1 ----------- 4. Amendment of Section 2.1(b) (Accrued Liabilities). Section 2.1(b) of ------------------------------------------------- -------------- the APA is hereby amended to insert the following after "Sheet" and before the close of the parentheses in the second line of such Section: plus any accrued liabilities which are incurred in the ordinary course of business between the Closing Date and the Effective Date if the Closing is held pursuant to the proviso at the end of the second sentence of Section 4,1 ----------- 5. Amendment of Section 2.1 (d) (Lease Liabilities). Section 2.1 (d) ------------------------------------------------ --------------- of the APA is hereby amended to insert the following immediately after "prior to the Closing Date" in the third line of such Section: (plus any accrued liabilities which are incurred in the ordinary course of business between the Closing Date and the Effective Date if the Closing is held pursuant to the proviso at the end of the second sentence of Section 4.1) ------------ 6. Amendment of Section 2.1(e) (Taxes). Section 2.1(e) of the APA is ----------------------------------- -------------- hereby amended to add the following before the semi-colon at the end of such Section: and any such taxes which are incurred in the ordinary course of business between the Closing Date and the Effective Date if the Closing is held pursuant to the proviso at the end of the second sentence of Section 4.1 ----------- 7. Amendment of Section 2.3. Section 2.3 of the APA is hereby amended ------------------------ ------------ to insert the following immediately after "prior to the Closing Date" and immediately after "on or after the Closing Date": (or as of the Effective Date if the Closing is held pursuant to the proviso at the end of the second sentence of Section 4.1) ------------ 8. Amendment of Section 3.3 (Adjustment of Purchase Price). The first ------------------------------------------------------- sentence of Sections 3.3(a) and -(b) of the APA are hereby amended to insert the ------------------------ following immediately after "as of the Closing Date": (or as of the Effective Date if the Closing is held pursuant to the proviso at the end of the second sentence of Section 4.1) ------------ 9. Addition of Section 6.9(d). The following is hereby added as Section -------------------------- ------- 6.9(d) of the APA: - ------ (d) Dividends after Effective Date. If the condition stated in the ------------------------------ proviso at the end of the second sentence of Section 4.1 is satisfied ----------- and the Closing is scheduled to be held pursuant to such proviso, CTI will not pay any dividends or make any distributions of cash or property after the Effective Date. 10. Amendment of Schedule 3.3(b) (Net Tangible Assets Calculation). -------------------------------------------------------------- Schedule 3.3(b) of the APA is hereby amended to insert the following immediately - --------------- after "as of the Closing Date" wherever it appears: (or as of the Effective Date if the Closing is held pursuant to the proviso at the end of the second sentence of Section 4.1) ----------- 11. "References to "this Agreement". On and after the date hereof, each ----------------------------- reference in the APA to "this Agreement," "hereunder, " "hereof," "herein" or words of like import referring to the APA shall mean and be a reference to the APA (as amended by this Amendment). 12. No Other Changes. Except as specifically amended by this Amendment, ---------------- no other changes or amendments are made or intended hereby, and the APA shall remain in full force and effect and is hereby ratified and confirmed. 13. No Waiver. The execution, delivery and performance of this Amendment --------- shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any party under the APA. IT WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Amendment as of the date first above written. CURRENT TECHNOLOGY, INC. BUFFTON CORPORATION By /s/ Walter D. Rogers, Jr. By /s/ Robert H. McLean --------------------------------- --------------------------------- Walter D. Rogers, Jr. Robert H. McLean Its: President Its: Chief Executive Officer SUMMATRONIX, INC. By /s/ Robert H. McLean --------------------------------- Robert H. McLean Its: President CTI ACQUISITION CORPORATION DANAHER CORPORATION By /s/ James H. Ditkoff By /s/ James H. Ditkoff --------------------------------- --------------------------------- James H. Ditkoff James H. Ditkoff Its: Vice President Its: Vice President -----END PRIVACY-ENHANCED MESSAGE-----