GEORGE RISK INDUSTRIES, INC. (OTCMKTS:RSKIA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On October 10, 2017, George Risk Industries, Inc. (the “Company”) entered into and simultaneously closed on an Asset Purchase Agreement (the “Purchase Agreement”) with Labor Saving Devices, Inc. (“LSDI”) and Roy Bowling (“Bowling”). LSDI is headquartered in Commerce City, Colorado, and is engaged in the business of wire installation tool design and manufacturing, serving the audio/visual, electrical, communications and security alarm markets (the “LSDI Business”). Bowling is the principal owner of LSDI.
to the Purchase Agreement, the Company purchased substantially all of the assets of LSDI used in the LSDI Business and assumed certain specified liabilities and obligations related to the LSDI Business. The purchase price for the assets consisted of $3,000,000 in cash and 24,097 shares of the Company’s Class A common stock. An initial payment of $1,000,000 in cash was made at closing. The remaining $2,000,000 in cash will be paid, and the 24,097 shares of stock will be issued, following delivery of certain of the purchased assets to the Company’s location in Kimball, Nebraska. It is expected that this will occur no later than early November. For purposes of the transaction, the shares of the Company’s Class A common stock were valued at $200,000, or approximately $8.30 per share.
The Purchase Agreement contains customary representations, warranties and covenants by the parties. The Purchase Agreement also contains customary indemnification provisions in favor of the Company, including, subject to certain limitations, whereby LSDI and Bowling agree to indemnify the Company for any losses arising out of any breach of their representations, warranties and covenants in the Purchase Agreement.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending October 31, 2017.
Item 8.01 Other Events.
The Company issued a press release announcing the transaction with LSDI and Bowling. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | ||
| No. | Description | |
| 99.1 | George Risk Industries, Inc. Press Release. |
GEORGE RISK INDUSTRIES, INC. ExhibitEX-99.1 2 ex99-1.htm KIMBALL,…To view the full exhibit click here
About GEORGE RISK INDUSTRIES, INC. (OTCMKTS:RSKIA)
George Risk Industries, Inc. (GRI) is a diversified manufacturer of electronic components, encompassing the security industry’s variety of door and window contact switches, environmental products, proximity switches and custom keyboards. The Company is engaged in the design, manufacture, and sale of computer keyboards, push button switches, burglar alarm components and systems, pool alarms, thermostats and water sensors, among others. Its segments include Security alarm products and Other products. The security products division comprises products, which are sold across the world through distributors that in turn sell the products to security installation companies. These products are used for residential, commercial, industrial and government installations. GRI owns and operates its main manufacturing plant and offices in Kimball, Nebraska with a satellite plant approximately 40 miles away in Gering, Nebraska.
