UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 10, 2005
Henry Bros. Electronics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 005-62411 22-3690168
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
280 Midland Avenue 07663
Saddle Brook, New Jersey (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code
(201) 794-6500
(Former name or former address, if changed from last report)
N/A
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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:
[__] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[__] Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR
240.14a-12)
[__] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[__] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
Effective as of October 10, 2005 (the "Closing"), Henry Bros.
Electronics, Inc., a Colorado corporation ("Buyer"), Henry Bros. Electronics,
Inc., a Delaware Corporation, ("Parent"), Securus, Inc. (the "Company"), Paul
Marcus Trust ("PM Trust"), Phyllis C. Marcus Trust ("PCM Trust"), Neal Marcus
and Jeffrey Marcus (each of PM Trust, PCM Trust, Neal Marcus and Jeffrey Marcus
is hereinafter referred to individually as a "Seller" and collectively as the
"Sellers") entered into a stock purchase agreement (the "Stock Purchase
Agreement"). Pursuant to the Stock Purchase Agreement, Buyer, a wholly owned
subsidiary of Parent, purchased all of the issued and outstanding stock of the
Company from the Sellers. The aggregate purchase price of all the issued and
outstanding common stock was paid to the Sellers (according to their respective
interest in the Company) as follows:
o $770,000 was paid in cash;
o the Parent will within 15 days of the Closing issue the Sellers up to
150,000 shares of its common stock ("Contingent Shares") which will be
placed in escrow and will be distributed to the Sellers based on the
following:
o Each of December 31, 2006, December 31, 2007,
December 31, 2008, December 31, 2009 and December 31, 2010
shall be deemed a "Determination Date."
o Within ten days of the date the Parent files its annual
report on Form 10-K or such other comparable form, a
calculation in the form of a fraction shall be made, using
as the numerator the amount in dollars of the Company's
cumulative earnings before interest and taxes ("EBIT") from
the date of Closing through such Determination Date and
using as the denominator the number "$2,960,000" (the
"Calculation").
o Such Calculation shall in each case be multiplied by the
total of Contingent Shares (150,000) to determine the
cumulative number of Contingent Shares earned, as of such
Determination Date, the "Earned Shares."
o Promptly after the number of Earned Shares has been
determined with respect to a particular Determination Date,
the Buyer shall provide such determination to the escrow
agent specified in the Escrow Agreement and the aggregate
number of Earned Shares as of such Determination Date
reduced by the number of Earned Shares previously distributed
to the Sellers, if any, shall be released from escrow and
delivered to the respective Sellers.
o Any Contingent Shares that have not become Earned Shares on
the last Determination Date shall promptly be released from
escrow to be cancelled and returned to the Company's
authorized but unissued common stock.
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o In the event that all Contingent Shares shall have become Earned
Shares at any time prior to the final Determination Date, on each
remaining Determination Date, the Sellers will receive an additional
payment amount within ten days of the date the Parent files its annual
report on Form 10-K or such other comparable form equal to one-third
(1/3) of the Company's cumulative EBIT from the date of closing
through such Determination Date in excess of $2,960,000, if any, up to
a maximum payment hereunder of Two Hundred Thousand Dollars
($200,000); and
o On the Closing or as soon thereafter as may be practicable, Buyer
shall or shall cause the Company to repay up to $240,000 of the
Company's existing bank debt.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
It is impractical to provide the financial statements required under
Item 9.01 of Form 8-K at the time of the filing of this report. Such financial
statements will be filed within 71 days of the date this Current Report on Form
8-K was required to be filed.
(b) Pro Forma Financial Information
It is impractical to provide the pro forma financial information
required under Item 9.01 of Form 8-K at the time of the filing of this report.
Such pro forma financial information will be filed within 71 days of the date
this Current Report on Form 8-K was required to be filed.
(c) Exhibits
2.1 Stock Purchase Agreement by and among Henry Bros. Electronics,
Inc., a Colorado corporation, Henry Bros. Electronics Inc., a Delaware
corporation, Securus Inc., Paul Marcus Trust, Phyllis C. Marcus Trust, Neal
Marcus and Jeffrey Marcus.(1)
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(1) All schedules and attachments to this Exhibit have been omitted in
accordance with Item 601(b) of Regulation S-B. The Company agrees to furnish
supplementally a copy of all omitted schedules and exhibits to the Securities
and Exchange Commission upon its request.
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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 hereunto duly authorized.
HENRY BROS ELECTRONICS, INC.
By: /s/ Brian Reach
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Brian Reach
Secretary
Dated: October 14, 2005
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HENRY BROS. ELECTRONICS, INC. FORM 8-K
EXHIBIT INDEX
2.1 Stock Purchase Agreement by and among Henry Bros. Electronics,
Inc., a Colorado corporation, Henry Bros. Electronics Inc., a Delaware
corporation, Securus Inc., Paul Marcus Trust, Phyllis C. Marcus Trust, Neal
Marcus and Jeffrey Marcus.(1)
The following are schedules or attachments to the Stock Purchase
Agreement.
o Escrow Agreement
o General Release from Sellers
o Opinion of Sellers' Counsel
o Sellers' Certificates
o Officers' Certificates
o Resignation of certain officers and directors of the Company
o Opinion of Counsel to the Parent and the Buyer
o Sellers' Schedule
o Certificates of Parent and Buyer
o Employment Letter - Neal Marcus
o Employment Letter - Jeffrey Marcus
o Stock Option Agreement - Neal Marcus
o Stock Option Agreement - Jeffrey Marcus
(1) All schedules and attachments to this Exhibit have been omitted in
accordance with Item 601(b) of Regulation S-B. The Company agrees to furnish
supplementally a copy of all omitted schedules and exhibits to the Securities
and Exchange Commission upon its request.
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