Ballantyne OF Omaha Inc - Current report filing (8-K)
December 14 2007 - 4:40PM
Edgar (US Regulatory)
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):
December 10,
2007
BALLANTYNE
OF OMAHA, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-13906
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47-0587703
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation or organization)
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File No.)
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Identification Number)
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4350
McKinley Street
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68112
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Omaha,
Nebraska
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(Zip Code)
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(Address of principal executive offices)
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(402) 453-4444
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(Registrants telephone number including
area code)
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Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below) :
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Form 8-K
Item 2.01
Completion
of Acquisition or Disposition of Assets
On December 10, 2007 the Company completed the sale of
substantially all of the assets and liabilities of its Design and Manufacturing, Inc.
subsidiary to Brian Hendricks, the subsidiarys General Manager. The purchase consideration was approximately
$2.1 million, of which Ballantyne received approximately $1.7 million in cash
at closing with the remainder of the purchase price being in the form of Mr. Hendrickss
assuming approximately $0.4 million of operating liabilities.
The purchase price was based
on the net book value of the net assets Mr. Hendricks purchased less a
charge of approximately $0.2 million which consisted of an adjustment for
approximately $0.1 million to reserve for possible obsolete inventory in
addition to an estimate for closing costs. The purchase price is subject to
certain post-closing adjustments based on the net book value of the former
subsidiary as of the December 1, 2007 effective date of the transaction.
Pro forma financial information is attached as Exhibit 99.1 and a copy of
the Companys press release announcing the transaction is attached as Exhibit 99.2.
Item 9.01
Financial Statements and Exhibits
(b) Pro Forma Financial Information
The unaudited pro forma consolidated financial
statements of Ballantyne of Omaha, Inc. and subsidiaries and related notes
are attached as Exhibit 99.1.
(d) Exhibits.
99.1 Ballantyne of Omaha, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Financial Statements.
99.2 Press Release of Ballantyne of Omaha, Inc.
and subsidiaries dated December 11, 2007.
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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BALLANTYNE
OF OMAHA, INC.
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Date:
December 14, 2007
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By:
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/s/ Kevin Herrmann
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Kevin
Herrmann
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Secretary/Treasurer
and
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Chief
Financial Officer
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2
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