-----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, CexHGSPZXTyKCtghqlOW0rz7faPi/ickg10OHp897UVokbqG2O/xCq2YOWHFFY2m hsqztB9twvu3k+jyrUeoHQ== 0001104659-03-028210.txt : 20031210 0001104659-03-028210.hdr.sgml : 20031210 20031210153440 ACCESSION NUMBER: 0001104659-03-028210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031126 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INRAD INC CENTRAL INDEX KEY: 0000719494 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 222003247 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11668 FILM NUMBER: 031047309 BUSINESS ADDRESS: STREET 1: 181 LEGRAND AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 BUSINESS PHONE: 2017671910 MAIL ADDRESS: STREET 1: 181 LEGRAND AVE CITY: NORTHVALE STATE: NJ ZIP: 07647 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVE RADIATION INC DATE OF NAME CHANGE: 19880804 8-K 1 a03-6170_18k.htm 8-K

 

U.S. 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): November 26, 2003

 

Photonic Products Group, Inc.

(Exact name of registrant as specified in its charter)

 

New Jersey

 

000-11668

 

22-2003247

(State or other
jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification
Number)

 

 

 

 

 

181 Legrand Avenue, Northvale, New Jersey

 

07647

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:  (201) 767-1901

 

INRAD, Inc.

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

 

 

 

This Current Report on Form 8-K contains forward-looking statements as that term is defined in the federal securities laws. The Company wishes to insure that any forward-looking statements are accompanied by meaningful cautionary statements in order to comply with the terms of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. The events described in the forward-looking statements contained in this Report may not occur. The words “may”, “will”, “expect”, “believe”, “anticipate”, “project”, “plan”, “intend”, “estimate”, and “continue”, and their opposites and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks, and other influences, many of which are beyond our control, that may influence the accuracy of the statements and the projections upon which the statements are based. Actual results may vary from these forward-looking statements for many reasons, including the following factors: adverse changes in economic or industry conditions in general or in the markets served by the Company and its customers, actions by competitors, and inability to add new customers and/or maintain customer relationships.  The foregoing is not intended to be an exhaustive list of all factors that could cause actual results to differ materially from those expressed in forward-looking statements made by the Company.  Investors are encouraged to review the risk factors set forth in the Company’s most recent Form 10-K as filed with the Securities and Exchange Commission in March 2003.  Any one or more of these uncertainties, risks, and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward looking statements, whether from new information, future events, or otherwise.

 

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ITEM 5:  OTHER EVENTS AND FD REGULATION DISCLOSURE

 

Photonic Products Group, Inc. (formerly Inrad, Inc.) (the “Company”) issued the press release annexed hereto on December 1,2003 announcing its acquisition of Laser Optics, Inc.

 

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit 99.1                                    Press Release

 

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SIGNATURES

 

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.

 

 

 

Photonic Products Group, Inc.

 

 

 

 

 

 

By:

/s/ Daniel Lehrfeld

 

 

 

 

Daniel Lehrfeld

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

 

 

Dated:  December 9, 2003

 

 

 

 

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 EX-99.1 3 a03-6170_1ex99d1.htm EX-99.1

 

Exhibit 99.1 Press Release

 

Daniel Lehrfeld

President and CEO

 

FOR IMMEDIATE RELEASE

Monday, December 1, 2003

Source: Photonic Products Group, Inc.

 

PHOTONIC PRODUCTS GROUP, INC. (PPGI)
ACQUIRES ASSETS OF LASER OPTICS, INC.

 

NORTHVALE, NJ, November 26 – Photonic Products Group, Inc. (OTC Bulletin Board: PHPG) announced today that it has acquired the assets and certain liabilities of Laser Optics, Inc. (LOI) of Bethel, CT for an undisclosed sum in a cash transaction.  PPGI has retained the entire LOI workforce, including its founder and President, Philip Heinrich and its General Manager, James Larin.  LOI’s lines of business will be merged with PPGI’s INRAD custom optics and thin film services businesses in coming months and will do business as “Laser Optics, a PPGI company”.

 

Laser Optics, Inc. (LOI), founded in 1966, creates precision custom optical components, infra-red optical components, and specialty thin-film coatings and reticles.  Insistence on quality and technical integrity has given LOI well-deserved recognition in the marketplace, serving aerospace/defense, metrology, and medical OEM customers and others in the components arena.

 

Dan Lehrfeld, President and CEO of PPGI, commented, “Phil, Jim, and the LOI team complement our INRAD custom optics operations.  The deal is consistent with our objectives of acquiring complementary businesses, products and technologies to expand and strengthen our market position.  LOI’s excellent reputation for product quality and for solving difficult customer challenges in thin films, laser optics, and spherical components is a complimentary fit with the equally excellent reputation of our INRAD high precision plano-plano optics, polarizing optics, laser optics, and high-performance thin-film coatings.”

 

Mr. Lehrfeld added, “Phil will report to me as Laser Optics’ Vice President and General Manager, and will lead the combined team and its integration activities.  Jim will be Laser Optics’ Marketing Manager, reporting to Devaunshi Sampat, our Vice President of Sales and Marketing.  The combined Laser Optics operations will be consolidated into our newly expanded Northvale, NJ facility in 2004.”

 

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Phil Heinrich, LOI’s founder and new PPGI Vice President and General Manager of Laser Optics commented, “We look forward to providing LOI’s customers and INRAD’s optics customers with the same high levels of quality that they have come to expect over the years and with a dimension of service that will exceed their expectations.  With our combined team, extensive finishing, coating and metrology assets, and our expanded sales force, we look forward to serving the growing needs of our customers…old and new.”

 

PPGI acquired the assets of LOI by utilizing cash obtained from the proceeds of a Convertible Promissory Note.  The purchase transaction closed on November 26, 2003.  Its impact on earnings per share is projected to be neutral in the first six months, and accretive thereafter, excluding a one time restructuring charge.

 

Photonic Products Group, Inc. develops, manufactures, and supplies products for key Photonics Industry sectors via its INRAD Crystal Components and Systems, and INRAD/Laser Optics lines of Custom Optics and Thin Film Services.  Its customers include leading corporations in the Laser Systems, Metrology and Inspection Equipment, Medical Devices and Defense industries, as well as the U.S. Government.  Its products are also used extensively by researchers at National Laboratories and Universities world-wide.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this press release that are not purely historical are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These statements may be identified by their use of forward-looking terminology such as “believes”,  “expects”, “will”, “plan”, or similar words.  Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Risks and uncertainties that could cause actual results to differ materially from such forward looking statements are, but are not limited to, uncertainties in market demand for the company’s products or the products of its customers, future actions by competitors, inability to implement its growth strategy, inability to raise capital, and other factors discussed from time to time in the Company’s filings with the Securities and Exchange Commission. The forward looking statements made in this news release are made as of the date hereof and Photonic Products Group, Inc. does not assume any obligation to update publicly any forward looking statement.

 

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