8-K 1 trcform8-kcaltropcorpacqui.htm 8-K TRC COMPANIES, INC. ACQUISITION Document


    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 28, 2017
 
TRC COMPANIES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
1-9947
06-0853807
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

21 Griffin Road North, Windsor, Connecticut
06095
(Address of Principal Executive Offices)
 (Zip Code)
 
(860) 298-9692
(Registrant's telephone number, including area code)
 
(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:
[ ] 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

Purchase Agreement

On March 28, 2017, TRC Engineers, Inc. (the "Purchaser") and TRC Companies, Inc. (the “Company”) entered into a Stock Purchase Agreement dated as of such date (the “Purchase Agreement”) with David Saber ("Seller"), the sole stockholder of Caltrop Corporation ("Caltrop"), a California Corporation, to purchase all of the outstanding shares of Caltrop for $17 million of cash, subject to working capital and other adjustments, and a three-year subordinated promissory note in the principal amount of $8.5 million. The transactions contemplated by the Purchase Agreement closed on April 1, 2017.

Pursuant to the Purchase Agreement, the Company has guaranteed the obligations of the Purchaser thereunder, including certain indemnification obligations. The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties to the agreement.

A copy of the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference into this Item 2.01 as though fully set forth herein. The foregoing summary description of the Purchase Agreement and the transactions contemplated therein is not intended to be complete and is qualified in its entirety by the complete text of the Purchase Agreement.

The Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual or financial information about the Company, the Purchaser or any of their subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, the Purchaser or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other filings that the Company makes with the Securities and Exchange Commission.



Item 9.01.     Financial Statements and Exhibits.
Exhibit 2.1
Stock Purchase Agreement dated as of March 28, 2017, by and among TRC Engineers, Inc., as purchaser, TRC Companies, Inc., and David Saber, as seller.








SIGNATURE
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: April 3, 2017            TRC Companies, Inc.

By:    /s/ Thomas W. Bennet, Jr.    
Thomas W. Bennet, Jr.
Senior Vice President and
Chief Financial Officer







EXHIBIT INDEX

Exhibit No.        Description

2.1
Stock Purchase Agreement dated as of March 28, 2017, by and among TRC Engineers, Inc., as purchaser, TRC Companies, Inc., and David Saber, as seller.