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): December 11, 2002
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Baltek Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
2-44764 13-2646117
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(Commission File Number) (IRS Employer Identification No.)
10 Fairway Court, Northvale, New Jersey 06747
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, (201) 767-1400
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 2003, Baltek Corporation (the "Company") issued a press
release announcing it had completed and closed the sale of its shrimp
businesses, the Company's wholly owned subsidiaries Marines C.A. and
Recorcholis, S.A., to Conlorance Investments Inc., a buyer unaffiliated with the
Company. The sale was completed pursuant to an Agreement for Sale among the
Company, Dr. Recher Vivanco Cordova and Ms. Luz Sierra Vivanco, dated December
11, 2002. The Agreement for Sale was amended on January 31, 2003 to reflect,
among other things, the sale of the business to Conlorance Investments, Inc. The
sale was made effective as of February 17, 2003 when the Company and Conlorance
Investments Inc. executed the Closing Agreement. Closing agreements are
customarily executed to memorialize the consummation of a sale or acquisition of
an Ecuadorian company. The selling price of the shrimp business was $1,400,000
with $250,000 paid by the purchaser at the closing. The balance of $1,150,000 is
payable in four equal semi-annual installments. At the purchaser's option, the
purchase price will be adjusted to $1 million if an additional $750,000 is paid
in cash by March 14, 2003. The purchase price is payable in U.S. dollars. In
connection with the sale, the Company revised the terms of its loan agreement
with its Ecuadorian bank and expects to revise the terms of its loan agreement
with its U.S. bank. The Purchase Agreement, the Amendment and the Press Release
are attached hereto as Exhibits 10.10, 10.11 and 99.1, respectively. The Closing
Agreement will be filed as an amendment to this filing shortly after an English
language version becomes available.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro forma financial information.
The Company will provide pro forma financial information regarding the
transaction described in Item 2 above in a subsequent amendment to this Current
Report on Form 8-K within 15 days after the closing date of the transaction.
(c) EXHIBITS:
Exhibit
Number Exhibit Title
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10.10 Agreement for Sale among the Company and Dr.Recher Vivanco
Cordova and Ms. Luz Sierra Vivanco, dated December 11, 2002
(Translated into English from the Original Spanish document)
10.11 Addendum to Agreement for Sale among the Company and Dr. Recher
Vivanco Cordova and Ms. Luz Sierra Vivanco, dated January 31,
2003 (Translated into English from the Original Spanish document)
10.12 Closing Agreement between the Company and Conlorance Investments,
dated as of February 17, 2003. (Translated into English from the
Original Spanish document, to be filed as an amendment to this
filing).
99.1 Press Release dated February 27, 2003.
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.
BALTEK CORPORATION
Date: February 27, 2003 By: /s/ Ronald Tassello, Chief Financial Officer
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Ronald Tassello
Chief Financial Officer