-----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, DoCfJduSoJBTzquUiVHBVoB4zIk/NljJalLGo2de5yaZOV0pf6A4RSl8BMEO7iWO lEXZ1F1PKGcz81gZPjjEZg== 0000950116-98-000524.txt : 19980304 0000950116-98-000524.hdr.sgml : 19980304 ACCESSION NUMBER: 0000950116-98-000524 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980226 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980303 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELAS CORP OF AMERICA CENTRAL INDEX KEY: 0000088790 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL PROCESS FURNACES & OVENS [3567] IRS NUMBER: 231069060 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05005 FILM NUMBER: 98556273 BUSINESS ADDRESS: STREET 1: 2034 LIMEKILN PK CITY: DRESHER STATE: PA ZIP: 19025 BUSINESS PHONE: 2156466600 MAIL ADDRESS: STREET 1: 2034 LIMEKILN PIKE CITY: DRESHER STATE: PA ZIP: 19025 8-K 1 FORM 8-K 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): February 26, 1998 SELAS CORPORATION OF AMERICA -------------------------------------------------- (Exact name of registrant as specified in charter) Pennsylvania 1-5005 23-1069060 --------------- ----------- ---------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 2034 Limekiln Pike, Dresher, Pennsylvania 19025-1918 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 215-646-6600 ------------ Not Applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. On February 26, 1998, Selas Corporation of America (the "Registrant") and NII, Incorporated ("NII"), the parent of MRL Industries, Inc., entered into the Termination Agreement (the "Termination Agreement"), pursuant to which they mutually agreed to terminate the Agreement and Plan of Acquisition dated as of September 25, 1997 (the "Acquisition Agreement") among the Registrant, Selas Acquisition Corporation, NII, Incorporated, Widmar, Inc. ("Widmar") and certain shareholders of NII and Widmar. Pursuant to the Acquisition Agreement, the Registrant had agreed to acquire MRL Industries, Inc. for $16,750,000 of Common Shares of the Registrant in a transaction involving the merger of a wholly-owned subsidiary of the Registrant with and into NII. On February 27, 1998, the Registrant issued a press release regarding the termination of the Acquisition Agreement. The Termination Agreement and the press release have been filed as exhibits to this report. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Not Applicable (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. 2. Termination Agreement, dated February 26, 1998, by and between the Registrant and NII. 99. Press Release issued by the Registrant on February 27, 1998. -1- 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 thereunto duly authorized. SELAS CORPORATION OF AMERICA By: /s/ Robert W. Ross ---------------------------- Robert W. Ross Vice President, Chief Financial Officer and Treasurer March 3, 1998 -2- EXHIBIT INDEX 2. Termination Agreement, dated February 26, 1998, by and between the Registrant and NII. 99. Press Release issued by the Registrant on February 27, 1998. -3- EX-2 2 EXHIBIT 2 TERMINATION AGREEMENT --------------------- THIS TERMINATION AGREEMENT (this "Agreement") is made February 26, 1998, by and between Selas Corporation of America, a Pennsylvania corporation ("Selas"), and NII, Incorporated, a California corporation ("NII"). WHEREAS, Selas, NII and certain other parties previously entered into the Agreement and Plan of Acquisition, dated as of September 25, 1997 (the "Acquisition Agreement"), and Selas and NII now desire to terminate the Acquisition Agreement upon the terms set forth below. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 1. The Acquisition Agreement is hereby terminated by mutual consent of Selas and NII in accordance with Section 7.1(b) of the Acquisition Agreement. 2. This Agreement may be executed by Selas and NII in separate counterparts, each of which when so executed and delivered shall be an original, but both of which shall together constitute one and the same agreement. IN WITNESS WHEREOF, Selas and NII have caused this Agreement to be executed by their duly authorized officers, as of the date first above written. SELAS CORPORATION OF AMERICA By: /s/ Robert W. Ross ----------------------------------------- Name: Robert W. Ross Title: Vice President and Treasurer NII, INCORPORATED By: /s/ William D. McEntire ----------------------------------------- Name: William D. McEntire Title: President and Chief Executive Officer EX-99 3 EXHIBIT 99 CONTACT: R. W. Ross (215) 283-8352 FOR RELEASE: Immediately news from selas(R) SELAS CORPORATION OF AMERICA | DRESHER, PA 19025 U.S.A. | Phone (215) 646-8600 | Telax 244472 | FAX 215-646-3536 SELAS SAYS IT WILL NOT GO AHEAD WITH PLANS TO ACQUIRE MRL INDUSTRIES DRESHER, PA February 27, 1998 -- Selas Corporation of America (AMEX-SLS) announced today that it will not acquire MRL Industries, Sonora, CA, a manufacturer of furnace and furnace components used principally in the semiconductor manufacturing process, as previously planned. Stephen F. Ryan, President and Chief Executive Officer of Selas said that a number of unresolved issues had led both parties to mutually agree to terminate the acquisition agreement. As announced in September, 1997, Selas had agreed to acquire MRL for $16,750,000 in Selas stock in a merger to be accounted for as a pooling of interest. The acquisition was subject to customary conditions, including due diligence and shareholder approval by both parties. "We believe that both parties will be better served going their separate ways," Ryan said. "Everyone involved, both MRL executives and Selas' management team, has been quite thorough in weighing the plusses and minuses of this proposed union. We are unanimous in the decision to terminate the agreement". Ryan said that Selas will continue to focus on growth, both internally and through carefully selected acquisitions such as the recently completed acquisition of CFR, a Paris-based firm in the engineered industrial furnace business. Selas is a diversified firm with international operations and sales that engages in the design, development, engineering and manufacturing of a range of products including precision electronic and electromechanical/plastic components, heat processing equipment and systems. and cable winch products. # # # -----END PRIVACY-ENHANCED MESSAGE-----