Nsa International Inc – ‘8-K’ for 9/2/96

As of:  Tuesday, 9/17/96   ·   For:  9/2/96   ·   Accession #:  950144-96-6409   ·   File #:  0-19487

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Nsa International, Inc. Form 8-K 09-02-96              4     13K 
 2: EX-10.26    Distribution Agreement                                13     63K 
 3: EX-10.27    Promissory Note                                        3     15K 

8-K   —   Nsa International, Inc. Form 8-K 09-02-96
Document Table of Contents

8-K
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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)    September 2, 1996           
                                                 -------------------------------

NSA INTERNATIONAL, INC. 
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

     Tennessee                   0--19487                   62-1387102
--------------------------------------------------------------------------------
(State or other jurisdiction        (Commission               (I.R.S. Employer  
     of incorporation)              File Number)             Identification No.)

4260 East Raines Road, Memphis, Tennessee                               38118   
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code    (901) 366-9288            
                                                   -----------------------------

Not Applicable
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year,    
if changed since last report)   

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INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.                                      

None.                                         

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.                                  

     On September 2, 1996, the Registrant completed negotiations for the
sale of certain of the assets of two of its wholly owned operating              
subsidiaries, NSA International GmbH, a German corporation ("NSA Germany") and  
NSA AG, a Swiss corporation ("NSA Switzerland"), to Holzmann Holding, AG,       
("Buyer"), also a Swiss corporation, owned by Dan Holzmann, a Sales and         
Marketing Director of NSA Germany and a Director of NSA Switzerland, and his    
father, Gregory Holzmann.  Pursuant to these same negotiations, NSA             
International likewise has agreed to transfer the ownership of its Austrian     
subsidiary, NSA Oko Filter Systems Vertriebs GmbH ("NSA Austria") to the Buyer. 

       The agreed upon aggregate purchase price for substantially all of the
assets of these subsidiaries was $1.5 million (U.S.), based on the approximate  
book value of the assets.  The purchase price for these transactions consists   
of the delivery and payment in accordance with the terms of the Buyer's         
promissory note in the principal amount of $1.5 million which is due and        
payable over a seven year period at an interest rate of 4.5%.  The note is      
secured by certain of the assets of the Buyer.  The Registrant and the Buyer    
anticipate that with negotiations now concluded, the transaction will be        
completed in the near future.                                                   

       Additionally, as a condition of the sale, the Registrant entered into
a distribution contract with the Buyer which provides that the Buyer will       
continue to purchase products from the Registrant for resale in Austria,        
Germany and Switzerland.                                                        

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.                                            

None.                                         

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.                         

None.                                         

ITEM 5.  OTHER EVENTS.                                                          

None.                                         

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.                                

None.                                         

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

(a)     Financial Statements.                                 

None.                                         

(b)     Exhibits.                                             

            10.26    Distribution Agreement between the Registrant and
Holzmann Holding, AG        

  10.27    Promissory Note of Holzmann Holding, AG

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ITEM 8.  CHANGE IN FISCAL YEAR.                                                 

None.                                         

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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 thereunto duly authorized.                                          

                       NSA INTERNATIONAL, INC.

Date:  September 16, 1996                   By:   /s/ Stan C. Turk              
                                                  ------------------------------
                                Stan C. Turk
                                           Chief Financial Officer

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/17/96							None on these Dates
		9/16/96		4
For Period End:		9/2/96		1		2
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