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 (Date of earliest event reported):

May 20, 2016 (May 18, 2016)

MOCON, INC.

(Exact name of registrant as specified in its charter)

Minnesota	000-09273	41-0903312
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

7500 Mendelssohn Avenue North Minneapolis, MN	55428
(Address of principal executive offices)	(Zip Code)

(763) 493-6370

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

As previously announced, on January 14, 2016, MOCON, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Initial Agreement”) with Volatile Analysis Corporation (“VAC”) pursuant to which the Company agreed to sell to VAC the assets exclusively used in its business of providing equipment and analytical chemistry services and related formulation, product development, and consulting services, primarily focused on identification of odors and aromas. This business was conducted from the Company’s Round Rock, Texas facility and was formerly conducted under the “Microanalytics” name. Under the terms of the Initial Agreement, VAC was to pay to the Company an aggregate purchase price of $1.3 million in a combination of cash and a promissory note.

On May 18, 2016, MOCON and VAC entered into an Amended and Restated Asset Purchase Agreement (the “Amended Agreement”) pursuant to which the terms of the Initial Agreement were changed to provide for the payment of the aggregate purchase price of $1.3 million in a combination of cash and two promissory notes. Upon the execution of the Amended Agreement, the transaction contemplated in Amended Agreement was completed and the Initial Agreement was terminated.

In connection with VAC’s purchase of the assets of MOCON described above, (i) VAC employed and engaged each of MOCON’s three employees and two independent contractors who were dedicated to the sold business and (ii) VAC assumed the Company’s obligations under the lease for the facility in Round Rock, Texas.

The foregoing description of the Amended Agreement is a general description only, does not purport to be a complete description of all terms of the Amended Agreement.

Item 1.01     Entry into a Material Definitive Agreement.

The information contained in the Introductory Note above is incorporated herein by reference.

Item 1.02.     Termination of a Material Definitive Agreement.

The information contained in the Introductory Note above is incorporated herein by reference.

Item 2.01.     Completion of Acquisition or Disposition of Assets.

The information contained in the Introductory Note above is incorporated herein by reference.

Item 7.01      Regulation FD Disclosure

On May 20, 2016, the Company issued a press release announcing the completion of the sale of the assets associated with consulting services business formerly conducted under the Microanalytics name. A copy of the press release is attached to this report as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits

(c)     Exhibits.

Exhibit No.	Description
99.1	Press Release issued May 20, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOCON, INC.
Dated: May 20, 2016	By:	/s/	Elissa Lindsoe
			Elissa Lindsoe
			Chief Financial Officer,
			Treasurer and Secretary

MOCON, INC.

CURRENT REPORT ON FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description	Method of Filing
99.1	Press Release issued May 20, 2016	Furnished herewith

EX-99.1

Exhibit 99.1

MOCON Announces Finalization of Sale of Business Formerly Known as Microanalytics to Volatile Analysis Corporation

MINNEAPOLIS, MN, May 20, 2016 – MOCON, Inc. (NASDAQ: MOCO) announced today that on May 18, 2016 the sale was finalized of substantially all the assets of the business which was formerly known as ‘Microanalytics’ and which is currently conducted in Round Rock, Texas to Volatile Analysis Corporation of Huntsville, Alabama (“VAC”).

In January 2016, MOCON and VAC had announced that they had entered into an agreement for this purchase. VAC is a global leader in off-odor and aroma technologies. Katherine Malmay-Bazemore, chief executive officer of VAC said: “Microanalytics has for years performed excellent work in off-odor identification due to the dedicated group of individuals and their technical skills and assets. These include specialized odor testing kits and equipment. We are excited to bring them under the Volatile brand where they compliment VAC’s existing offerings of business acumen, claims support, and scientific expertise. Together we bring an end-to-end solution for the specialized chemistry issues and opportunities that comprise odor, flavor, and aroma.”

Commenting on the finalization of the sale, MOCON’s chief operating officer Don DeMorett said, “We are pleased to complete the transition of our Microanalytics business to VAC. VAC will be an excellent fit for this business and we believe our customers will experience the same high quality service and support for their odor and aroma identification and consulting needs that they enjoyed with MOCON.” DeMorett added, “We believe this decision aligns with our overall corporate strategy, allowing us greater opportunity to focus on our core business of materials and microbial testing.”

About MOCON

MOCONis a leading provider of detectors, instruments, systems and consulting services to research laboratories, production facilities, and quality control and safety departments in the medical, pharmaceutical, food and beverage, packaging, environmental, oil and gas and other industries worldwide. See www.mocon.com for more information. MOCON's shares are traded on the NASDAQ Global Market System under the symbol MOCO. MOCONis a registered trademark ofMOCON, Inc.; other trademarks are those of their respective holders.

About Volatile Analysis Corporation

VAC, located in the Huntsville, Alabama metropolitan area, is a leader in analytical chemistry services involving volatile chemicals and associated odor/aroma, and flavor. VAC operates a research division located on the world renowned HudsonAlpha Institute for Biotechnology Campus. VAC develops technologies and protocols in the fields of disease detection, food safety, and genetics that are based on volatile chemicals. See www.volatileanalysis.com for more information.

Press inquiries can be directed to:

Jeremy Cummings at Info@volatileanalysis.com