HEI INC 8-K 2007
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Exact name of registrant as specified in its charter)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Item 1.01 Entry into a Material Definitive Agreement
On August 30, 2007, HEI, Inc., a Minnesota corporation (the Company), entered into an asset purchase agreement (the Asset Purchase Agreement) with Smartrac Technology US Inc., a wholly-owned subsidiary of Dutch based Smartrac N.V. (Purchaser). Under the terms of the Asset Purchase Agreement, the Company agreed to sell to Purchaser substantially all the assets of the Companys RFID division, including inventory, receivables, customer contracts and customer lists, and the Purchaser agreed to assume substantially all of the liabilities of the division, for $3.0 million in cash (the Sale). On August 31, 2007, the Company completed the Sale contemplated under the Asset Purchase Agreement and the Purchaser obtained operational control of the Companys RFID Division.
Under the terms of the Asset Purchase Agreement, the Purchaser assumed the obligations of the Companys Chanhassen Minnesota facility lease. The Asset Purchase Agreement also included a noncompetition agreement with terms that are customary for transactions of this type, size and scope.
As a result of this transaction, the Company expects to recognize a gain from the Sale in the 4th quarter of approximately $1.5 million, prior to any employee obligations, severance and other transaction-related costs. The Company used the proceeds from the Sale to pay down existing debt obligations.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by the Asset Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposal of Asset
On August 31, 2007, the Company completed the Sale contemplated by the Asset Purchase Agreement, dated as of August 30, 2007, which is described in more detail in Item 1.01 above.
Item 8.01 Other Events
On August 31, 2007, the Company issued a press release announcing it has entered into the Asset Purchase Agreement and on September 4, 2007, the Company issued a press release announcing completion of the sale. The full text of these respective press releases are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information
The following financial statements filed as Exhibit 99.3 hereto are incorporated herein by reference:
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.