-----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, T7/gLAse3E46ojz2nn3+f2noFY16tLMV/CxN+Nk90ZSmpa7N6HR9deSooPrwgGhz Su78mLlvtGwBz7V2YR2ANw== 0001072613-00-000311.txt : 20000217 0001072613-00-000311.hdr.sgml : 20000217 ACCESSION NUMBER: 0001072613-00-000311 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991229 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPIRE CORP CENTRAL INDEX KEY: 0000731657 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 042457335 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-12742 FILM NUMBER: 547200 BUSINESS ADDRESS: STREET 1: ONE PATRIOTS PARK CITY: BEDFORD STATE: MA ZIP: 01730-2396 BUSINESS PHONE: 6172756000 MAIL ADDRESS: STREET 2: ONE PATRIOTS PARK CITY: BEDFORD STATE: MA ZIP: 01730-2396 8-K/A 1 AMENDED FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 29 December 1999 - -------------------------------------------------------------------------------- Date of report (Date of earliest event reported) Spire Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Massachusetts - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-12742 04-2457335 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) One Patriots Park, Bedford, Massachusetts 01730-2396 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (781) 275-6000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. ------------------------------------- (a) On December 29, 1999 Spire Corporation (the "Company") consummated the sale of substantially all the assets of its optoelectronics business segment ("Spire Optoelectronics") for $12,950,000 in cash to Methode Massachusetts, LLC ("Buyer"), a wholly owned subsidiary of Methode Electronics, Inc. The assets of Spire Optoelectronics acquired by Buyer included the following: Machinery and equipment and other fixed assets; Inventory and other current assets; Certain contract and other rights; Certain proprietary rights; and Certain other assets. The assets of Spire Optoelectronics acquired by Buyer did not include the following: Cash; Accounts receivable; Government contracts; and Rights to use the "Spire" trade name or trademark. Buyer assumed the following liabilities of Spire Optoelectronics: Commercial obligations under certain executory contracts; Approximately $77,000 of customer advances received by the Company in the ordinary course of business; and Up to two weeks of accrued vacation for each employee of Spire Optoelectronics hired by Buyer. (b) Not applicable. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------ (a) Financial Statements of Business as Acquired: Not applicable. (b) Pro Forma Financial Information: Filed herewith. (c) Exhibits: 1. Asset Purchase Agreement dated as of November 18, 1999 by and among Methode Electronics, Inc., Methode Massachusetts, Inc. and Spire Corporation. SIGNATURE 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. SPIRE CORPORATION (Registrant) Date: 15 February 2000 By: /s/ Roger G. Little ------------------ ----------------------- Roger G. Little President & Chief Executive Officer PRO FORMA COMBINED FINANCIAL INFORMATION The unaudited Pro Forma Combined Statement of Operations of Spire Corporation and subsidiary for the nine months ended September 30, 1999 and the fiscal year ended December 31, 1998 presents the pro forma combined results of operations of Spire Corporation, assuming that the transaction contemplated by the Company in connection with the sale of substantially all of the assets of its Optoelectronics business, had been completed as of January 1, 1999 and January 1, 1998, respectively and includes all material adjustments necessary to restate Spire Corporation's historical results. The adjustments required to reflect such transaction are set forth in the "Pro Forma Adjustments" column. The unaudited Pro Forma Combined Balance Sheet of Spire Corporation and subsidiary of September 30, 1999 presents the pro forma combined financial position of Spire Corporation and subsidiary, assuming that the transaction contemplated by the sale described in the preceding paragraph had been completed as of 31 December 1998. The adjustments required to reflect such transaction are set forth in the "Pro Forma Adjustments" column. The unaudited pro forma combined financial statements of Spire Corporation and subsidiary should be read in conjunction with the historical financial statements and related notes of the Company on page five of this document. The unaudited pro forma combined financial information presented is for informational purposes only and may not necessarily reflect future results of operations or financial position of Spire Corporation and subsidiary or what the results of operations or financial position of Spire Corporation and subsidiary would actually have been had Spire Corporation and subsidiary completed the sale of the assets of its Optoelectronics business during the periods shown. See Form 8-K filed January 13, 2000. SPIRE CORPORATION AND SUBSIDIARY UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Pro Forma Historical Adjustments Pro Forma ============ ============ ============ Net sales and revenues - ---------------------- Contract research, service and license revenues $ 6,999,614 $ (861,547)(b) $ 6,138,067 Sales of manufacturing equipment 2,221,708 -- 2,221,708 ------------ ------------ ------------ Total sales and revenues 9,221,322 (861,547) 8,359,775 ------------ ------------ ------------ Costs and expenses - ------------------ Cost of contract research, services and licenses 5,431,079 (740,732)(c) 4,690,347 Cost of manufacturing equipment 1,904,953 -- 1,904,953 Selling, general and administrative expenses 3,373,433 (176,972)(d) 3,196,461 Other operating charges -- -- -- ------------ ------------ ------------ Total costs and expenses 10,709,465 (917,704) 9,791,761 ------------ ------------ ------------ Earnings (loss) from operations (1,488,142) 56,157 (1,431,985) - ------------------------------- Other income -- 10,371,305(a) 10,371,305 Interest income (expense), net (81,421) 81,421(e) -- ------------ ------------ ------------ Earnings (loss) before income taxes (1,569,564) 10,508,883 8,939,320 Income tax expense -- 1,434,031(f) 1,434,031 ------------ ------------ ------------ Net earnings (loss) $ (1,569,564) $ 9,074,852 $ 7,505,289 - ------------------- ============ ============ ============ Earnings (loss) per share of common stock $ (0.48) $ 2.79 $ 2.31 - ----------------------------------------- ============ ============ ============ Weighted average number of common and common equivalent shares outstanding 3,244,266 -- 3,244,261 ============ ============ ============
See accompanying notes to Unaudited Pro Forma Combined Financial Information. SPIRE CORPORATION AND SUBSIDIARY UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
Pro Forma Historical Adjustments Pro Forma ============ ============ ============ Net sales and revenues - ---------------------- Contract research, service and license revenues $ 10,924,062 $ (1,387,021)(b) $ 9,537,041 Sales of manufacturing equipment 3,219,181 -- 3,219,181 ------------ ------------ ------------ Total sales and revenues 14,143,243 (1,387,021) 12,756,222 ------------ ------------ ------------ Costs and expenses - ------------------ Cost of contract research, services and licenses 8,102,075 (1,491,515)(c) 6,610,560 Cost of manufacturing equipment 3,106,948 -- 3,106,948 Selling, general and administrative expenses 5,146,930 (351,572)(d) 4,795,358 Other operating charges 1,243,989 -- 1,243,989 ------------ ------------ ------------ Total costs and expenses 17,599,942 (1,840,087) 15,759,855 ------------ ------------ ------------ Earnings (loss) from operations (3,456,699) 453,066 (3,003,633) - ------------------------------- Other income -- 10,371,305(a) 10,371,305 Interest income (expense), net 4,005 19,000(e) 23,005 ------------ ------------ ------------ Earnings (loss) before income taxes (3,452,694) 10,843,371 7,390,677 Income tax expense 358,578 1,434,031(f) 1,792,609 ------------ ------------ ------------ Net earnings (loss) $ (3,811,272) $ 9,409,340 $ 5,598,068 - ------------------- ============ ============ ============ Earning (loss) per share of common stock $ (1.18) $ 2.91 $ 1.73 - ---------------------------------------- ============ ============ ============ Weighted average number of common and common equivalent shares outstanding 3,235,271 -- 3,235,271 ============ ============ ============
See accompanying notes to Unaudited Pro Forma Combined Financial Information. SPIRE CORPORATION AND SUBSIDIARY UNAUDITED PRO FORMA BALANCE SHEET SEPTEMBER 30, 1999
Pro Forma Historical Adjustments Pro Forma ============ ============ ============ ASSETS Current assets - -------------- Cash and cash equivalents $ 333,422 $ 11,256,846(g) $ 11,590,268 Accounts receivable, net 3,094,388 -- 3,094,388 Inventories 1,908,550 (76,782)(h) 1,831,768 Prepaid expenses and other current assets 301,286 -- 301,286 ------------ ------------ ------------ Total current assets 5,637,646 -- 16,817,310 ------------ ------------ ------------ Property and equipment, net 4,441,049 (2,018,363)(h) 2,422,686 ------------ ------------ ------------ Other assets 272,180 (106,956)(h) 165,224 ------------ ------------ ------------ $ 10,350,875 $ 9,054,745 $ 19,405,620 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities - ------------------- Accounts payable $ 1,751,529 $ -- $ 1,751,529 Accrued liabilities 944,737 -- 944,737 Notes payable 1,316,560 (1,316,560)(i) -- Tax liability -- 1,434,031(j) 1,434,031 Advances on contracts in progress 1,484,406 -- 1,484,406 ------------ ------------ ------------ Total current liabilities 5,497,231 117,471 5,614,702 ------------ ------------ ------------ Stockholders' equity - -------------------- Common stock, $.01 par value; shares authorized 20,000,000; issued 3,797,176 shares in 1999 37,972 -- 37,972 Additional paid-in capital 9,783,769 -- 9,783,769 Retained earnings (deficit) (3,748,408) 8,937,234(k) 5,188,866 ------------ ------------ ------------ 6,073,333 8,937,274 15,010,607 Treasury stock at cost, 552,160 shares (1,219,688) -- (1,219,688) ------------ ------------ ------------ Total stockholders' equity 4,853,644 -- 13,790,919 ------------ ------------ ------------ $ 10,350,875 $ 8,937,274 $ 19,405,620 ============ ============ ============
See accompanying notes to Unaudited Pro Forma Combined Financial Information. NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION (a) To record the gain on the sale of the assets of Spire's Optoelectronics business as though the transaction happened on January 1, 1999 for the nine months ended September 30, 1999, and on January 1, 1998 for the year ended December 31, 1998. (b) To record the estimated reduction in service revenues that would have resulted from the sale of the assets of Spire's Optoelectronics business on January 1, 1999 for the nine months ended September 30, 1999, and January 1, 1998 for the year ended December 31, 1998. (c) To record the estimated reduction in cost of sales attributable to the reduction in service revenues described in entry (b) above. (d) To record the estimated reduction in selling, general and administrative expenses that would have resulted from the sale of the assets of Spire's Optoelectronics business on January 1, 1999 for the nine months ended September 30, 1999, and January 1, 1998 for the year ended December 31, 1998. As a result of the sale of the Optoelectronics business, the Company would have incurred lower selling and marketing and administrative labor costs. (e) To record the estimated reduction in interest expense, assuming the proceeds from the transaction were utilized to pay in full the outstanding note payable balances during the periods presented. (f) To record income tax expense attributable to the gain on the sale of the assets of Spire's Optoelectronics business. This income tax expense amount is reduced by utilization of available net operating loss carryforwards and general business credits that were fully reserved in the historical financial statements of the Company. (g) To record the net cash proceeds received from the sale of the assets of Spire's Optoelectronics business. A portion of the cash proceeds received from this transaction was used to repay amounts outstanding under the Company's notes payable agreement (see (i) below). (h) To record the reduction in specific asset categories related to the sale of the assets of Spire's Optoelectronics business. (i) To record the repayment of amounts outstanding under the Company's notes payable agreement using a portion of the proceeds received from the sale of the assets of Spire's Optoelectronics business. (j) To record amount of income taxes payable related to entry (f), above. (k) To record the reduction in the accumulated deficit/increase in retained earnings related to the net gain on the sale of the assets of Spire's Optoelectronics business. -----END PRIVACY-ENHANCED MESSAGE-----