Pacific Aerospace & Electronics Inc – ‘8-K’ for 4/13/98

As of:  Friday, 7/10/98   ·   For:  4/13/98   ·   Accession #:  893877-98-507   ·   File #:  0-26088

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     15K 
 2: EX-2.1      Asset Purchase Agreement                              37    160K 

8-K   —   Current Report
Document Table of Contents

8-K
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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): April 13, 1998

 PACIFIC AEROSPACE & ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

Washington                      0-26088                     91-1744587
(State or other                  (Commission                 (IRS Employer  
  jurisdiction of                  File Number)              Identification No.)
incorporation or                                                            
organization)                                                             

430 Olds Station Road, Wenatchee, WA                              98801       
(Address of Principal Executive Office)                          (Zip Code)     

Registrant's telephone number,                                                  
including area code:                                           (509) 667-9600   

8-K
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Item 2. Acquisition of Assets                                                   
-----------------------------                                                   

    On April 13, 1998 (the "Closing Date"), ESC Acquisition Corp. ("Buyer"), a
Washington corporation and wholly-owned subsidiary of Pacific Aerospace &       
Electronics, Inc. ("PA&E"), purchased substantially all of the assets (the      
"Asset Purchase") of Electronic Specialty Corporation, a Washington corporation 
("Seller"), pursuant to an Asset Purchase Agreement between PA&E, the Buyer, the
Seller, and Deltec International, Inc., a Florida corporation and Seller's      
majority shareholder (the "Asset Purchase Agreement").                          

   Pursuant to the terms of the Asset Purchase Agreement, the Buyer acquired
substantially all of the assets, properties and rights of the Seller (the       
"Assets") used in the Seller's business of designing and manufacturing          
electronic relays, solenoids, sensors and flat panel displays. In consideration 
for the Buyer's purchase of the Assets, PA&E delivered to Seller $2,000,000 in  
cash, which PA&E paid from its working capital, and 923,304 newly-issued,       
restricted shares of PA&E's common stock (the "Shares"). The parties determined 
the number of Shares based on a per share value of $6.4984, which was the       
average closing price of PA&E's common stock on the Nasdaq National Market      
System for the 20 consecutive days preceding the closing date of the Asset      
Purchase. The purchase price for the Assets was determined in arms-length       
negotiations between Deltec, the Seller and PA&E.                               

Immediately preceding the closing of the Asset Purchase, the Seller   
dissolved its wholly-owned subsidiary, Displays & Technologies, Inc., a         
Washington corporation ("D&T"). In that dissolution, all of D&T's assets were   
distributed to the Seller. The assets previously held by D&T were therefore     
included in the Assets purchased by the Buyer from the Seller.                  

   Prior to the Asset Purchase, no material relationship existed between the
Seller and Buyer or PA&E, or any of their respective affiliates, directors,     
officers, or associates.                                                        

Prior to the Asset Purchase, the Seller owned or leased equipment and 
property used in its business and included in the Assets. PA&E intends to       
continue to use such Assets for substantially the same business purposes as used
by the Seller prior to the Asset Purchase.                                      

Item 7. Financial Statements and Exhibits                                       
-----------------------------------------                                       

(a)    Financial statements of the business acquired.                 

     The financial statements of Electronic Specialty Corporation required to be
filed with this Form 8-K are not included but will be filed by amendment within 
7 to 10 business days after this filing.                                        

(b)    Pro forma financial data.                                      

    The pro forma financial statements required to be filed with this Form 8-K
are not included but will be filed by amendment within 7 to 10 business days    
after this filing.                                                              

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(c)    Exhibits.                                                      

The following are filed as exhibits to this Current Report:           

2.1    Asset Purchase Agreement dated April 13, 1998, by and between  
          Electronic Specialty Corporation, a Washington corporation, Deltec
          International, Inc., a Florida corporation, ESC Acquisition Corp.,
      a Washington corporation, and Pacific Aerospace & Electronics,
Inc., a Washington corporation.                         

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.                                           

                                   PACIFIC AEROSPACE & ELECTRONICS, INC.

                  By: DONALD A. WRIGHT
                                           -------------------------------------
                      Donald A. Wright
                                           President and Chief Executive Officer

Dated: July 10, 1998                                                            

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 EXHIBIT INDEX

Exhibit                                                                         
Number          Description                                                     
-------         -----------                                                     

2.1           Asset Purchase Agreement* dated April 13, 1998, by and between
           Electronic Specialty Corporation, a Washington corporation,
      Deltec International, Inc., a Florida corporation, ESC
        Acquisition Corp., a Washington corporation, and Pacific
        Aerospace & Electronics, Inc., a Washington corporation.

       * In accordance with Regulation S-K Item 601(b)(2), the
                following attachments to Exhibit 2.1 have been omitted from this
             filing. The registrant agrees to funish a copy of any omitted
schedule to the Commission upon request.        

Exhibits                                        
A     Warranty Bill of Sale                     
 B     Assignment of Lease with Landlord's Consent
C     Assignment and Assumption Agreement       
D     Investment Letter                         

Schedules                                       
1.2   Excluded Assets                           
1.3   Permitted Liens                           
2.1   Assumed Liabilities                       
2.2   Excluded Liabilities                      
3.2   Allocation of Purchase Price              
5.5   Material Adverse Changes (PA&E)           
6.5   Seller's Consents                         
6.7   Material Adverse Changes (Seller)         
6.8   Taxes                                     
   6.9   Absence of Indebtedness and Other Obligations
6.10  Real Property                             
6.11  Personal Property                         
6.12  Contracts                                 
6.14  Intellectual Property                     
6.16  Customer and Supplier List                
6.17  Compliance                                
6.18  Certain Interests                         
6.19  Employment Arrangements                   
6.20  Employee Benefits                         
6.21  Labor Matters                             
6.22  Environmental Matters                     
6.23  Insurance                                 
6.24  Litigation                                
6.25  Banks                                     
6.26  Letters of Credit and Powers of Attorney  
6.31  Undisclosed Liabilities                   
7.3   Deltec's Consents                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/15/98
Filed on:		7/10/98		3
For Period End:		4/13/98		1		4			8-K/A
									List all Filings