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): September 16, 2004
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IONATRON, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-14015 77-0262908
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(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
3590 East Columbia Street, Tucson, Arizona 85714
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (520) 628-7415
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On September 16, 2004, Ionatron, Inc. (the "Company") completed the
acquisition of substantially all of the assets of North Star Research
Corporation ("North Star"), a New Mexico corporation engaged in the business of
designing and manufacturing a broad range of high voltage equipment for the
defense, aerospace, semi-conductor, and medical industries.
As consideration for North Star's assets, the Company paid $700,000,
issued 199,063 shares of the Company's common stock and assumed liabilities for
warranty claims against the purchased assets in an amount not to exceed $35,000.
The transaction was effected through a newly-formed subsidiary, North Star
Research Acquisition Corp., a Delaware corporation, and was funded through cash
on hand. Prior to the acquisition, the Company entered into a time and materials
purchase order with North Star relating to power supply activities in an amount
of $25,000.
A copy of the press release announcing the acquisition of North Star
and related asset purchase agreement are attached as exhibits to this Current
Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is currently impractical to provide the financial statements required
by Rule 3.05(b) of Regulation S-X. These financial statements will be
filed as soon as they are available, but not later than 71 days following
the due date of this Report.
(B) PRO FORMA FINANCIAL INFORMATION
It is currently impractical to provide the pro forma financial information
required by Article 11 of Regulation S-X. this pro form financial
information will be filed as soon as they are available, but not later
than 71 days following the due date of this Report.
(C) EXHIBITS
The following exhibits are furnished as a part of this Current Report on
Form 8-K:
99.1 ASSET PURCHASE AGREEMENT
99.2 PRESS RELEASE
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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 thereunto duly authorized.
IONATRON, INC.
(Registrant)
By: /s/ Thomas Dearmin
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Thomas Dearmin
Chief Executive Officer, President and
Chief Financial Officer
Date: September 21, 2004
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