Ballistic Recovery Systems Inc - Current report filing (8-K)
22 November 2007 - 8:51AM
Edgar (US Regulatory)
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 EXCHANGE ACT OF 1934
Date of report
(date of earliest event reported):
November 16, 2007
BALLISTIC RECOVERY SYSTEMS, INC.
(Exact name of
registrant as specified in its charter)
Minnesota
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0-15318
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41-1372079
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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300 Airport Road
South St. Paul, Minnesota 55401
(Address of principal executive offices)(Zip Code)
(651) 457-7491
(Registrants telephone number, including
area code)
(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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01.
Entry into a Material
Definitive Agreement.
The disclosures
set forth in Item 2.01 are hereby incorporated by reference to this Item 1.01.
Item 2.01
Completion
of Acquisition or Disposition of Assets.
On November 16,
2007, Advanced Tactical Fabrication (
ATF
), a
subsidiary of Ballistic Recovery Systems, Inc. (
BRS
),
closed on its acquisition of substantially all of the assets of Head Lites
Corporation (
HLC
), a manufacturer of high
visibility personal safety products (the
Transaction
). ATF, which is 90% owned by BRS and 10% by HLC,
will be based in South St. Paul and have production facilities in Pinebluff, NC
and Tijuana, Mexico.
BRS, through ATF,
paid $648,400 in cash for the acquisition, in addition to the assumption of
certain liabilities. Additionally, ATF
entered into a five year consulting agreement with HLC. Under the consulting agreement, ATF will make
monthly payments to HLC totaling $50,000 in the first year and $42,000 in each
year thereafter. BRS also agreed to make
monthly non-compete payments to the majority shareholder of HLC for a period of
five years, with payments during the first year totaling approximately $36,000
and payments in each year thereafter totaling $24,000. Further, ATF will make five annual gross
margin payments to HLC in amounts equal to 8% of ATFs gross margin during each
applicable fiscal year (subject to increase under certain circumstances).
BRS also agreed to
loan up to $450,000 to ATF under certain secured promissory notes to be issued
by ATF in favor of BRS. The notes will
have a three year term and the interest rate will be the prime rate of interest
plus 1%. The principal amount of the
notes will be payable
quarterly
with the first payment being due on April 1, 2008, and the last being due on
July 1, 2010. Accrued interest will be
payable quarterly as well, with the first payment being due on January 1, 2008
and the last being due on July 1, 2010.
The above summary
is qualified in its entirety by the terms set forth in the asset purchase agreement
and master agreement entered into in connection with the Transaction, which are
each attached hereto as an exhibit.
Item 2.03
Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The disclosures
set forth in Item 2.01 are hereby incorporated by reference to this Item 2.03.
Item 8.01
Other
Events.
On November 19, 2007, the Company issued a press release relating to the
disclosures set forth above. A copy of
the press release is being furnished to the Securities and Exchange Commission
and is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01
Financial
Statements and Exhibits.
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(d) Exhibits.
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10.1
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Asset Purchase
Agreement between Advanced Tactical Fabrication, Inc., Head Lites Corporation,
and the shareholders of Head Lites Corporation dated November 16, 2007.
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2
10.2
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Master Agreement
between Ballistic Recovery Systems Inc., Advanced Tactical Fabrication, Inc.,
Head Lites Corporation, and Gary Lesley dated November 16, 2007.
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99.1
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Press Release dated
November 19, 2007
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3
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 hereunto duly
authorized.
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BALLISTIC
REVOERY SYSTEMS, INC.
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Date: November
21, 2007
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By:
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/s/ Larry
E. Williams
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Larry E.
Williams,
Chief Executive Officer
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4
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