0001072613-12-000440.txt : 20120530 0001072613-12-000440.hdr.sgml : 20120530 20120530105220 ACCESSION NUMBER: 0001072613-12-000440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120523 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120530 DATE AS OF CHANGE: 20120530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUTRON CORP CENTRAL INDEX KEY: 0000728331 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 541006352 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12227 FILM NUMBER: 12876175 BUSINESS ADDRESS: STREET 1: 21300 RIDGETOP CIRCLE CITY: STERLING STATE: VA ZIP: 20166 BUSINESS PHONE: 7034062800 MAIL ADDRESS: STREET 1: 21300 RIDGETOP CIRCLE CITY: STERLING STATE: VA ZIP: 20166 8-K 1 form8k_17350.htm FORM 8K DATED MAY 23, 2012 form8k_17350.htm
 
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 23, 2012

 
Sutron Corporation
(Exact name of registrant as specified in its charter.)
 

 
Virginia 0-12227 54-1006352
(State or other jurisdiction
of incorporation or organization) 
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 

22400 Davis Drive, Sterling Virginia       20164
 (Address of principal executive offices)     (Zip Code)
 

(703) 406-2800
(Issuer’s telephone number)
 
 
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 obligations of the registrant under any of the following provisions:

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

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

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

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
ITEM 1.01.  Entry into a Material Definitive Agreement

As previously disclosed in its Current Report on Form 8-K filed on May 4, 2012, on April 30, 2012, Sutron Corporation (“Sutron”) entered into an asset purchase agreement (the “Agreement”) by and among Sutron, IPS MeteoStar, Inc. (“IPSM”), Information Processing Systems of California, Inc. (“IPS”), Clarence L. Boice and Shirley H. Boice to acquire substantially all of the commercial and operating assets of IPSM for a cash purchase price of $4,175,000 and the assumption of certain liabilities of up to $175,000, subject to a partial escrow to secure certain representations and warranties.  The Closing of the Agreement was subject to customary conditions, including receipt of consents from third parties.  On May 23, 2012, Sutron consummated the closing of the Agreement.
 
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 2.1 to the Form 8-K filed by Sutron on May 4, 2012 and is incorporated by reference herein.
 

ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

As described in “Item 1.01. Entry into a Material Definitive Agreement” of this report, on May 23, 2012, Sutron completed the acquisition of substantially all the commercial and operating assets of IPSM.  The information set forth under “Item 1.01.  Entry into a Material Definitive Agreement” in this report is incorporated herein by reference.
 

ITEM 8.01.  Other Events

On May 24, 2012, Sutron Corporation issued a news release regarding the closing of the acquisition of substantially all of the commercial and operating assets of IPSM.  The news release is filed as Exhibit 99.1 and is incorporated herein by reference.
 
 
ITEM 9.01.  Financial Statements and Exhibits
 
(d)   Exhibits
 
Exhibit 99.1 — News Release of Sutron Corporation dated May 24, 2012
 
 
 
 
 
 
 
 
 
 
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.

 
 
  Sutron Corporation  
  (Registrant)  
     
       
Date: May 30, 2012
By:
/s/ Sidney C. Hooper  
   
Sidney C. Hooper
  
   
Chief Financial Officer and Principal
Accounting Officer
  
       

 
 
 
 
 EX-99.1 2 exh99-1_17350.htm PRESS RELEASE exh99-1_17350.htm
EXHIBIT 99.1
 

 

PRESS RELEASE

FOR IMMEDIATE RELEASE
May 24, 2012
Contact: Sid Hooper
(703)406‐2800
shooper@sutron.com

Sutron Corporation Consummates Acquisition of IPS MeteoStar, Inc.

May 24, 2012, Sterling, VA—Sutron Corporation (NASDAQ:STRN), a global leader in hydrological, meteorological, and oceanic monitoring products, systems, software and services, announced today that it has consummated the transaction to acquire substantially all of the commercial and operating assets of IPS MeteoStar (“IPSM”) for a cash purchase price of $4,175,000, subject to a partial escrow to secure certain representations and warranties.

Dr. Raul McQuivey, Chairman of the Board of Directors and Chief Executive Officer of Sutron, commented, "Today is a red letter day and transforming event for Sutron. Together, Sutron and MeteoStar are uniquely positioned to provide the most comprehensive set of monitoring and warning solutions available globally to extend mission‐critical services and to assure they are managed, secure and responsive. The combined portfolio will include a broader and deeper range of products, an enhanced commitment to innovation, ensuring next‐generation technology solutions, and greater support and resources available worldwide."

Safe Harbor Statement
The statements in this press release that relate to future plans, events or performance are “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. Forward-looking statements include without limitation any statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," “should” and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties and contingencies which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements, including the risks of integration of acquired assets and operations and customer retention Factors that may cause actual results to differ materially from those in the forward-looking statements include those set forth in our filings with the SEC, including the disclosure under the heading “Business” and “Management’s Discussion and Analysis” in the Company’s Annual Report on Form 10-K filed on March 28, 2012. We are under no obligation to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.