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): March 2, 2001
ADDvantage Technologies Group, Inc.
(Exact name of Registrant as specified in its charter)
Oklahoma 1-10799 73-1351610
(State or other (Commission (I.R.S.
jurisdiction of File Employer
incorporation) Number) Identification
No.)
1605 E. Iola
Broken Arrow, Oklahoma
(Address of principal executive offices)
74012
(Zip code)
(918) 251-9121
(Registrant's telephone number, including area code)
ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS.
On March 2, 2001, ADDvantage Technologies Group, Inc. (the
"Registrant") entered into a Purchase and Sale Agreement with
Richard S. Grasso (the "Shareholder") and NCS Industries, Inc., a
Pennsylvania corporation ("NCS"), to purchase from the
Shareholder all of the issued and outstanding common stock of
NCS. The consideration for the acquisition was negotiated
between the parties at arm's length and included: (i) $800,000 in
cash , (ii) a promissory note payable to the Shareholder in the
amount of $200,000, and (iii) the assumption of Shareholder's
obligation under a promissory note issued to a prior owner of
NCS. As contemplated by the Purchase and Sale Agreement, the
Shareholder entered into a three-year consulting agreement with
NCS. On March 2, 2001, the Shareholder also entered into a non-
competition agreement with the Registrant and NCS. The
Registrant financed the purchase price through borrowings under
its line of credit agreement with Bank of Oklahoma. As a result
of this transaction, NCS became a wholly owned subsidiary of the
Registrant.
NCS was established in 1973 as a full service repair and
sales center, selling new and refurbished cable equipment and has
been a leading distributor of telecommunication equipment and a
solutions provider to cable operators and other related
businesses since the market's infancy. The principal place of
business of NCS is located in Willow Grove, Pennsylvania. The
Registrant intends for NCS to continue with its existing
operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
None required.
(b) Pro Forma Financial Information.
None required.
(c) Exhibits.
2.1 The Sale and Purchase Agreement, dated as of March 2, 2001,
by and among ADDvantage Technologies Group, Inc., NCS Industries,
Inc. and Richard S. Grasso. The Registrant undertakes to furnish
supplementally to the Commission upon request a copy of any
omitted schedule or exhibit listed in the Exhibit Index set forth
elsewhere herein.
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.
ADDvantage Technologies Group, Inc.
Dated: March 15, 2001 By: /s/ Kenneth A. Chymiak
-----------------------------
Kenneth A. Chymiak, President
EXHIBIT INDEX
Exhibit Description
Number
2.1 The Sale and Purchase Agreement, dated as of
March 2, 2001, by and among ADDvantage
Technologies Group, Inc., NCS Industries, Inc.
and Richard S. Grasso
The following exhibits and schedules to the Sale and Purchase
Agreement have been omitted:
Exhibit A - Form of Promissory Note
Exhibit B - Form of Letter of Credit
Exhibit C - Form of Employment Agreement
Exhibit D - Form of Non-Competition Agreement
Exhibit E - Form of Opinion of Seller's Legal Counsel
Exhibit F - Form of Consulting Agreement
Schedule 2.02 - Retained Assets
Schedule 2.03 - Assumed Obligations
Schedule 4.05 - Contracts
Schedule 4.06 - Trade Names, Fictitious Names
Schedule 4.08 - Leases and Other Agreements
Schedule 4.09 - Financial Statements
Schedule 4.12 - Tax Representations
Schedule 4.13 - Litigation
Schedule 4.14 - Insurance
Schedule 4.24 - Employee Matters
Schedule 4.18 - Customers and Suppliers
Schedule 9.08 - Working Capital