-----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, Tl449JmpCu087+r/g1rn3P0UitE7hyQmDyAoFVngM7cEhld0eEnS8KMz1iut+Pwi n72MimRYUMgqTWOztU0PiA== 0000723639-98-000012.txt : 19981211 0000723639-98-000012.hdr.sgml : 19981211 ACCESSION NUMBER: 0000723639-98-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990228 ITEM INFORMATION: FILED AS OF DATE: 19981210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AULT INC CENTRAL INDEX KEY: 0000723639 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 410842932 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12611 FILM NUMBER: 98766979 BUSINESS ADDRESS: STREET 1: 7300 BOONE AVE N CITY: BROOKLYN PARK STATE: MN ZIP: 55428 BUSINESS PHONE: 6124931920 MAIL ADDRESS: STREET 1: 7300 BOONE AVENUE NORTH CITY: BROOKLYN PARK STATE: MN ZIP: 55428 8-K 1 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: December 10, 1998 (Date of Earliest Event Reported) Ault Incorporated (Exact name of registrant as specified in its charter) Minnesota 0-12611 41-0842932 (State or other (Commission) (I.R.S. Employer jurisdiction of File Number) Identification No.) Incorporation) 7300 Boone Avenue North Minneapolis, MN 55428-1028 (Address of principal executive offices) Registrant's telephone number, including area code:(612) 493-1900 Item 1 -- Not applicable. Item 2. Acquisition or Disposition of Assets. On December 1, 1998 Ault Incorporated (the "Registrant") purchased certain operating assets of the power supply division of LZR Electronics, Inc., a closely held firm based in Gaithersburg, Maryland ("LZR"). LZR has no affiliation to the Registrant or any of its affiliates. The assets purchased included inventory, fixed assets, contract and intellectual property rights and other operating assets. Registrant paid an aggregate purchase price of $3,660,879 consisting of a cash payment of $2,580,879, delivery of a one year 8.0% convertible promissory note for $500,000 and an assumption of approximately $580,000 of certain liabilities. The convertible promissory note may be converted at the option of the holder into 78,865 shares of Registrant's common stock. Cash paid by Ault in the transaction was derived solely from available cash. LZR's revenues relating to its power supply division for its calendar year 1997 were approximately $6,400,000 and the estimated revenues for its calendar year 1998 are $6,500,000. Registrant presently expects sales derived from the operating assets purchased will contribute to an increased level of profitability for the Registrant for its fiscal year ended May 31, 1999. The assets purchased were used by LZR in connection with its power supply business, and it is the Registrant's intention to continue their utilization for similar purposes. Items 3-6 -- Not applicable. Item 7. Financial Statements and Exhibits. Part (a) and (b) - Financial Statements Not applicable. Part (c) - Exhibits 99.1 Press release Item 8 -- Not applicable. Item 9 -- Not applicable 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. AULT INCORPORATED By /s/ Carlos S. Montague A/Corporate Secretary December 1, 1998 EX-99 2 EXHIBIT 99.1 PRESS RELEASE Ault Announces Acquisition of LZR Electronics, Inc. 1. Profitable Maryland-Based Company Specializes in Low-Volume Power Supply Manufacturing 2. Most LZR Products Approved for Medical Applications December 1, 1998-Minneapolis, MN-Ault Incorporated (Nasdaq National Market: AULT) today announced that it has acquired the power supply division operating assets of LZR Electronics, Inc. LZR designs, manufactures and markets a full line of power supplies at its Gaithersburg, MD facility. The acquisition was financed with a combination of notes and cash totaling $3,081,000. LZR's projected calendar 1998 revenues are approximately $6.5 million. The LZR product line is expected to contribute to the Company's profitability during the fiscal year ending May 1999. Frederick M. Green, President and Chief Executive Officer, commented: "We are extremely pleased to have acquired the high quality LZR product line. LZR has carved out a highly profitable niche business in providing a wide range of low-volume external power supplies to small and growing companies. By complementing Ault's emphasis on higher volumes, this acquisition positions us to further expand our market reach. The addition of LZR also rounds out certain portions of our product line, and we see excellent opportunities for enhancing sale of LZR's products both nationally and internationally through Ault's extensive sales and marketing channels." Green added: "LZR is also attractive to Ault because most of its product line is approved for medical applications. These products greatly facilitate Ault's strategy for further penetrating the medical market with a full line of pre-approved and innovative power supplies." LZR, like Ault, conducts a majority of its manufacturing in Asia. LZR domestic manufacturing will be moved to the Company's headquarters facility in Minneapolis. The Company believes that only minimal additional overhead will be required to support LZR's additional business volumes. Ault will continue engineering and product development operations in Maryland. Ault is the largest independent manufacturer of external power conversion products based in North America. The Company is a leading supplier to original equipment manufacturers of telecommunications and medical equipment. "This release contains statements that are forward- looking and therefore involve risks and uncertainties, including but not limited to: the ability to consolidate the LZR product line into the Company's business in a timely fashion, market conditions in the global electronics industry, buying patterns of major customers, competitive products and technologies, and other factors set forth in the Company's filings with the Securities and Exchange Commission. " -----END PRIVACY-ENHANCED MESSAGE-----