-----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, LQhe0T7lqGEYSr+U+/LizWvWONVb6830hLgA6MFzyT27ElY6mY5m2+NGsbE24I0q OBmmFdVXhvNLAQ+idxGnaQ== 0000950152-96-003276.txt : 19960702 0000950152-96-003276.hdr.sgml : 19960702 ACCESSION NUMBER: 0000950152-96-003276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960624 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960701 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONITEK TECHNOLOGIES INC CENTRAL INDEX KEY: 0000814180 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 941689129 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16544 FILM NUMBER: 96589654 BUSINESS ADDRESS: STREET 1: 1495 ZEPHYR AVE CITY: HAYWARD STATE: CA ZIP: 94544 BUSINESS PHONE: 5104718300 MAIL ADDRESS: STREET 1: 1495 ZEPHYR AVENUE CITY: HAYWARD STATE: CA ZIP: 94544 8-K 1 MONITEK TECHNOLOGIES, INC. CURRENT REPORT 1 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): June 24, 1996 MONITEK TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-16544 94-1689129 - ---------------------------- ----------------------- ------------------------ (State or other jurisdiction (Commission File Number) (IRS Identification No.) of incorporation) 1495 Zephyr Avenue Hayward, California 94544 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 471-8300 Not applicable (Former name or former address, if changed since last report) 2 Item 5. Other Events. 1. Monitek Technologies, Inc. ("Monitek") and Sentex Sensing Technology, Inc. ("Sentex") have entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby a Sentex subsidiary will be merged into Monitek and Sentex will operate Monitek as a wholly owned subsidiary. On June 26, 1996, the respective Boards of Directors of Monitek and Sentex jointly issued a press release announcing the Merger Agreement, among other matters, and describing the consideration to be paid upon the closing of the transaction. A copy of the press release is attached hereto as Exhibit A. Item 7(c). Exhibits. Exhibit A Press Release of Sentex Sensing Technology, Inc. and Monitek Technologies, Inc. dated June 26, 1996 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. MONITEK TECHNOLOGIES, INC. Dated: July 1, 1996 By:/s/ James S. O'Leary -------------------------------------------- James S. O'Leary, Executive Vice President, Treasurer, Secretary and Chief Financial Officer INDEX TO EXHIBITS -----------------
Exhibit No. Description Page No. - ----------- ------------------------------------------- ------------------------- A Press Release of Sentex Sensing Technology 3 Inc. and Monitek Technologies, Inc. dated June 26, 1996
EX-99.A 2 EXHIBIT A 1 EXHIBIT A Contacts: Sentex - Joanne Bianco (201) 767-5663 Monitek - Morton Cohen (216) 687-1096 June 26, 1996 Cleveland, Ohio SENTEX AND MONITEK APPROVE AGREEMENT AND PLAN OF MERGER The respective Boards of Directors of Sentex Sensing Technology, Inc. (NASDAQ: (SENS)) ("SENTEX") and Monitek Technologies, Inc. (OTC: (MTEK)) ("MONITEK") jointly announced today their respective approvals of an Agreement and Plan of Merger (the "Merger") whereby Sentex will acquire Monitek and operate Monitek as a wholly owned subsidiary. Both companies are designers, developers and manufacturers of instruments for analysis or monitoring of liquids, soil and air in industrial, municipal and environmental industries. The companies' products are sold world-wide. The Merger Agreement provides that Monitek's Common Stock will be exchanged for 11,659,681 Sentex Common Shares, which based on the number of shares of Monitek's Common Stock outstanding as of today, equals an exchange of 6.897 Sentex Common Shares for each share of Monitek's Common Stock. The Merger Agreement also provides that all the shares of Monitek's Class A Common Stock will be exchanged for Convertible Notes in the aggregate principle sum of approximately $486,000. Based on the conversion rate specified in the Class A Convertible Note each share of Monitek's Class A Common Stock will, subject to the restrictions on conversion discussed below, effectively be exchanged for 6.897 Sentex Common Shares. Upon the completion of the Merger, the number of the Board of Directors of Sentex shall be increased from five members to six members. The additional vacancy will be filled by a nominee of Clarion Capital Corporation, the controlling shareholder of Monitek ("Clarion"). Clarion will also receive a convertible note in the aggregate principal amount of $136,414 in exchange for certain indebtedness owed to it by Monitek (the "Clarion Note"). The Sentex Common Shares exchanged for shares of Monitek's Common Stock will represent approximately 15% of the issued and outstanding Sentex Common Shares at the time of the Merger. The Class A Convertible Note and the Clarion Note are generally not convertible for three years, except under certain conditions. Upon conversion, the Notes are convertible into a maximum of 15,666,080 Sentex Common Shares, which based on the anticipated total issued and outstanding Sentex Common Shares at the completion of the Merger will be approximately 29%. The Merger is subject to both companies delivering satisfactory disclosure documentation to the other which is expected to be completed within the next two weeks. The Merger is also subject to the fulfillment of certain other conditions and obligations of both companies, including the approval of the Merger by the majority of the shareholders of Monitek and Sentex of each voting class of Common Stock of Monitek. 2 Mr. Robert S. Kendall, Chairman and President of Sentex and Mr. Morton A. Cohen, Chairman of the Board of Monitek respectively said: "We believe that the Merger is advantageous for the shareholders of both companies, and the companies will benefit from the combined technologies, the extensive worldwide marketing organization of Monitek and the strong balance sheet of Sentex. 2
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