-----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, Dm7tvA2iThrNBtkv89sYz2oIsnc+PXY+iFqXoITCqnSyoDiSjmz+8SJTGoz9cQCo h9nO9ie3R1A5g1JZw+5QJQ== 0000741556-06-000010.txt : 20060427 0000741556-06-000010.hdr.sgml : 20060427 20060427161052 ACCESSION NUMBER: 0000741556-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060421 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY RESEARCH CORP CENTRAL INDEX KEY: 0000741556 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 592095002 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13763 FILM NUMBER: 06785384 BUSINESS ADDRESS: STREET 1: 5250 140TH AVE NORTH CITY: CLEARWATER STATE: FL ZIP: 34620 BUSINESS PHONE: 8135350572 MAIL ADDRESS: STREET 1: 5250 140TH AVENUE NORTH CITY: CLEARWATER STATE: FL ZIP: 34620 8-K 1 k8i11aec.htm FORM 8-K - ASSET PRUCHASE AGREEMENT DATE APRIL 21, 2006 FORM 8-K - ASSET PRUCHASE AGREEMENT DATE APRIL 21, 2006

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 and Exchange Act of 1934


Date of Report (Date of earliest event reported):  April 21, 2006


TECHNOLOGY RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)


Florida
 
0-13763
 
59-2095002
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
Identification No.)
   

5250-140th Avenue North, Clearwater, Florida
33760
(Address of principal executive officers)
(Zip Code)


Registrant's telephone number, including area code: (727) 535-0572




 
Item 1.01 Entry into a Material Definitive Agreement.
 
    On April 21, 2006, Technology Research Corporation (“TRC”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among TRC, Automated Engineering Corporation (“AEC”), dB Technologies, Inc. (“dB Tech) and David Bailey, principal shareholder of dB Tech, to acquire AEC’s Recreational Vehicle product line including intellectual property owned by related parties (dB Tech and David Bailey).
 
    AEC is a privately held company located in Tampa, Florida, that manufactures electronic controls and components, and dB Tech is a privately held company that owns certain intellectual property assets and provides engineering and consulting services. AEC and dB Tech are affiliated entities.

    Under the terms of the Purchase Agreement, TRC will pay AEC and related entities a cash payment of $200,000, plus a cash payment of up to $100, 000 for the actual amount of inventory on hand at the closing.  Assuming an April 28th closing, TRC will also deliver 51,679 shares of restricted TRC stock representing a payment of $350,000 following the valuation methodology in the Purchase Agreement (that may only be sold over a three-year period beginning one year from the closing-1/3 each year), plus 22,148 shares of escrowed TRC stock representing a payment of $150,000 again following the valuation methodology in the Purchase Agreement.  The escrowed TRC stock will be earned if TRC’s sales of the acquired AEC RV products post-acquisition reach certain specified targets.  David Bailey, will also enter into a three year consulting agreement to provide engineering, marketing and product support to the Company.  The closing of the Purchase Agreement is expected to occur on April 28, 2006 and is subject to customary closing conditions, including necessary consents and approvals.

Item 8.01 Other Events.
 
    On April 26, 2006, TRC issued a press release announcing the execution of the Purchase Agreement.  A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.

(c) The following exhibit is filed as part of this report:

Exhibit No.
 
Description
Press release issued April 26, 2006
 





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 RESEARCH CORPORATION
   
   
Date:  April 27, 2006
By: /s/ Barry H. Black
 
Name:  Barry H. Black
 
Title:  VP of Finance, CFO

EX-99.1 2 k8991aec.htm PRESS RELEASE DATED APRIL 26, 2006 PRESS RELEASE DATED APRIL 26, 2006
      Exhibit 99.1


TECHNOLOGY RESEARCH CORPORATION ANNOUNCES ACQUISITION OF
RECREATIONAL VEHICLE PRODUCT LINE

CLEARWATER FLORIDA, April 26, 2006 - Technology Research Corporation (TRC), (NASDAQ-TRCI), today
announced that it has entered into a purchase agreement with Automated Engineering Corporation (AEC),
dB Technologies, Inc. (dB Tech) and David Bailey, principal shareholder of dB Tech, to acquire AEC’s Recreational
Vehicle (RV) product line including intellectual property owned by related parties (dB Tech and David Bailey).

Robert S. Wiggins, TRC’s Chairman, President and CEO said, “This acquisition reinforces our commitment to
provide leadership in the RV marketplace for surge and transfer switch products. It also supports our strategy of
supplementing our company’s internal growth with targeted investments in new technologies that advance our
company’s leadership position and that provide us both revenue and bottom line growth potential in this
estimated $20 to $25 million segment of the RV market.

Ned Schiff, TRC’s Vice President of Commercial Sales and Marketing added, “This acquisition complements our
existing RV business by allowing us to offer electrical safety solutions to a broader range of RV manufacturers.
Specifically, we expect AEC’s networking capability will provide us with a leadership position for electronic
communications in Recreational Vehicles.” Schiff continued, “As part of this acquisition, David Bailey will enter
into a three year consulting agreement with TRC. David brings many years of experience in technology and
application development for the RV marketplace. He currently serves as chairman of the RV-C Connector Committee
of the Recreational Vehicle Industry Association.”

David Bailey commented “I believe that the synergies gained from combining AEC’s new product lines with TRC’s
established marketing organization will accelerate the growth of our current RV business.” David continued, “My
customers have always been the focus of our business and a critical factor for me in entering into this transaction is
TRC’s reputation for providing outstanding support to its customers.”

TRC will pay AEC and related entities a combination of cash, restricted TRC common stock and escrowed TRC
common stock representing a contingent payment that will be earned if certain specified targets are met. The closing
is expected within a week and is subject to customary closing conditions including necessary consents and approvals.

Technology Research Corporation designs, manufactures and markets electrical safety products that save lives,
protect people from serious injury from electrical shock and prevent electrical fires in the home and workplace. These
products have worldwide application. The Company also supplies power monitoring and control equipment to the 
United States Military and its prime contractors.

“Safe Harbor” Statement: Certain statements made in this press release are forward looking in nature and, accordingly,
are subject to risks and uncertainties. The actual results may differ materially from those described or contemplated.

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