-----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, Ov2KQ8Tkzp+qSggVEmbxcvcvZ0MgvQRPzZqfR2v4NXhmtbiuYX6Xu5KD4di6hwpi m6j6Prpnpc0+3a8FNknpLA== 0000735703-98-000020.txt : 19981228 0000735703-98-000020.hdr.sgml : 19981228 ACCESSION NUMBER: 0000735703-98-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY 80 INC CENTRAL INDEX KEY: 0000735703 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 411373380 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13870 FILM NUMBER: 98774158 BUSINESS ADDRESS: STREET 1: 658 MENDELSSOHN AVE N CITY: MINNEAPOLIS STATE: MN ZIP: 55427 BUSINESS PHONE: 6125429545 MAIL ADDRESS: STREET 1: 658 MENDELSSOHN AVE N CITY: MINNEAPOLIS STATE: MN ZIP: 55427 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 December 11, 1998 ------------------------------------------------ Date of report (date of earliest event reported) Technology 80 Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Minnesota 0-13870 41-1373380 ----------------- ------------ ------------------ (State or other (Commission I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 658 Mendelssohn Avenue North, Minneapolis MN 55427 ------------------------------------------------- (Address of principal executive offices) (Zip Code) (612) 542-9545 --------------------------------------------------- (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 Technology 80 Inc. announced on December 11, 1998 that it has signed a letter of intent to sell the company to ACS Electronics Ltd., Migdal Ha'emek, Israel, a developer of proprietary software and advanced electronics for the production of universal, fully digital motion control products. Technology 80 Inc. shareholders will receive approximately $5.25 to $5.75 per share based upon a sales formula for the months of November 1998, December 1998 and January 1999. The exact price will not be determined until the closing, which is expected to be in the first quarter of 1999. Other factors determining the final closing price would be the closing value of the company's portfolio, customary expenses for the merger and earnings for the months until closing. The closing is pending financing, approval of Technology 80 Inc. shareholders and final regulatory approval. Statements included in this Form 8-K, in future filings with the Securities and Exchange Commission and oral statements made with the approval of authorized executive officers, if the statements are not historical or current facts, should be considered "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those prsently anticipated or projected. Technology 80 Inc. wishes to caution the reader not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Item 7. Financial Statements and Exhibits (c) Exhibits. Ex-99 - News Release dated December 11, 1998 follows signature page. 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. Technology 80 Inc. - ---------------------------- (Registrant) December 22, 1998 /s/ Duane Markus - ----------------------- ---------------------------- (Date) Duane Markus, President, CEO EX-99 2 FOR IMMEDIATE RELEASE Contact: Duane Markus, CEO, Technology 80 Inc. 612-542-9545 Ze'ev Kirshenboim, CEO, ACS Electronics Ltd., Israel 972-6-6546-440 Technology 80 Inc.(TKAT) Signs Letter of Intent with ACS Electronics Ltd.(ACSEF) Minneapolis, MN, December 11, 1998. - Technology 80 Inc., a world leader in motion control products, announced today that it has signed a letter of intent to sell the company to ACS Electronics Ltd., Migdal Ha'emek, Israel, a developer of proprietary software and advanced electronics for the production of universal, fully digital motion control products. Technology 80 Inc. shareholders will receive approximately $5.25 to $5.75 per share based upon a sales formula for the months of November 1998, December 1998 and January 1999. The exact price will not be determined until the closing. Other factors determining the final closing price would be the closing value of the company's portfolio, customary expenses for the merger and earnings for the months until closing. The closing is pending financing, approval of Technology 80 Inc. shareholders and final regulatory approval. "Tech 80 and ACS are a good fit. Our product lines compliment each other. I believe it is a good move for our shareholders and our employees." according to Duane Markus, CEO, Technology 80 Inc. Technology 80 Inc. is a leading provider of board-level servo and stepper motion controllers and encoder interfaces that feature industry standard bus structures and extensive software libraries. ACS Electronics Ltd. develops and markets advanced, highly automated motion control products that provide automated systems with the ability to move accurately, quickly and in accordance with the needs of a specific application. Statements included in this press release, in future filings with the Securities and Exchange Commission and oral statements made with the approval of authorized executive officers, if the statements are not historical or current facts, should be considered "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Technology 80 Inc. wishes to caution the reader not to place undue reliance on any such forward-looking statements, which speak only as of the date made. -----END PRIVACY-ENHANCED MESSAGE-----