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): October 31, 2003
Aero Systems Engineering, Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 0-7390 41-0913117
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State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
358 E. Fillmore Avenue, St. Paul, Minnesota 55107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (651) 227-7515
Not applicable.
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(Former name or former address, if changed since last report.)
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AERO SYSTEMS ENGINEERING, INC.
INDEX
TO
CURRENT REPORT
ON
FORM 8-K
Item Number Page
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Item 2. Acquisition and or Disposition of Assets. 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 3
Signatures. 4
Exhibits Index. 5
(The remainder of this page was intentionally left blank.)
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ITEM 2. ACQUISITION AND OR DISPOSITION OF ASSETS.
On October 31, 2003, Aero Systems Engineering, Inc. ("ASE") acquired 51% of
Automation, Manufacturing & Robotic Technologies, LLC ("AMR Tec"), a local
robotics integrator in the food industry. The terms of the acquisition included
a payment by ASE at the time of closing of $255,000 and future earn-out payments
up to $948,600 based on the financial performance of AMR Tec over a four year
period. Details of the acquisition are more fully described in the attached
press release exhibit and the other document exhibits.
In accordance with the terms of the transaction, Aero Systems Engineering, Inc.
will guarantee a $500,000 line of credit to Automation, Manufacturing & Robotic
Technologies, LLC to provide additional working capital resources. A Second
Amendment to the Credit Agreement between Aero Systems Engineering, Inc.("ASE")
and Marshall & Ilsley M&I Bank was executed to allow the 51% acquisition by ASE
under the Credit Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not required.
(b) Not required.
(c) The following exhibit is being filed as part of this Current Report
on Form 8-K:
2.1 Member Interest Purchase Agreement dated October 31, 2003
without exhibits
10.5 First Amendment to Credit Agreement for Aero Systems
Engineering, Inc. dated September 24, 2003.
10.6 Second Amendment to Credit Agreement for Aero Systems
Engineering, Inc. dated October 30, 2003
10.7 Credit Agreement for Automation, Manufacturing & Robotic
Technologies, LLC dated October 30, 2003
10.8 Promissory Note for Automation, Manufacturing & Robotic
Technologies, LLC dated October 30, 2003
10.9 Security Agreement for Automation, Manufacturing & Robotic
Technologies, LLC dated October 30, 2003
10.10 Guaranty Agreement for Automation, Manufacturing & Robotic
Technologies, LLC dated October 30, 2003
10.11 Automation, Manufacturing & Robotic Technologies, LLC Member
Control Agreement dated October 31, 2003
10.12 Employment Agreement dated October 31, 2003 between
Automation, Manufacturing & Robotic Technologies, LLC and
Raymond Carriere
10.13 Reimbursement Agreement dated October 31, 2003 between Aero
Systems Engineering, Inc. and Richard A. Hoel, Laurence E.
Gamst and Edward J. Drenttel
99.1 Press release dated November 3, 2003
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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.
Dated: November 4, 2003 Aero Systems Engineering, Inc.
By: /s/ Steven R. Hedberg
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Steven R. Hedberg
CFO, Secretary & Treasurer
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EXHIBIT INDEX
Exhibit Number Description
2.1 Member Interest Purchase Agreement dated October 31, 2003 without
exhibits
10.5 First Amendment to Credit Agreement for Aero Systems Engineering,
Inc. dated September 24, 2003
10.6 Second Amendment to Credit Agreement for Aero Systems
Engineering, Inc. dated October 30, 2003
10.7 Credit Agreement for Automation, Manufacturing & Robotic
Technologies, LLC dated October 30, 2003
10.8 Promissory Note for Automation, Manufacturing & Robotic
Technologies, LLC dated October 30, 2003
10.9 Security Agreement for Automation, Manufacturing & Robotic
Technologies, LLC dated October 30, 2003
10.10 Guaranty Agreement for Automation, Manufacturing & Robotic
Technologies, LLC dated October 30, 2003
10.11 Automation, Manufacturing & Robotic Technologies, LLC Member
Control Agreement dated October 31, 2003
10.12 Employment Agreement dated October 31, 2003 between Automation,
Manufacturing & Robotic Technologies, LLC and Raymond Carriere
10.13 Reimbursement Agreement dated October 31, 2003 between
Automation, Manufacturing & Robotic Technologies, LLC and Richard
A. Hoel, Laurence E. Gamst and Edward J. Drenttel
99.1 Press Release Dated November 3, 2003
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