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): May 3, 2004
WSI INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Minnesota 000-00619 41-0691607
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
18151 Territorial Road,
Osseo, Minnesota 55369
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (763) 428-4308
Items 1, 3-6 and 8-12 are not applicable and therefore omitted.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 3, 2004, WSI Industries, Inc. (the "Company") completed the
purchase of real property located at 213 Chelsea Road, Monticello, Minnesota
pursuant to a Purchase Agreement dated March 12, 2004 between the Company and
Remmele Engineering, Inc. ("Remmele"), attached hereto as Exhibit 10.1 (the
"Purchase Agreement"). On May 3, 2004, the Company announced the completion of
the purchase in a press release attached hereto as Exhibit 99.1
The purchase price for the property was $1,900,000. Payment of the
purchase price was funded by:
(a) a loan in the amount of $1,360,000 with interest at 5.37% per
annum from Excel Bank Minnesota ("Excel Bank") pursuant to a
Promissory Note dated May 3, 2004, attached hereto as Exhibit
10.2, under a Loan Agreement dated as of May 3, 2004, attached
hereto as Exhibit 10.3; and
(b) a loan in the amount of $350,000 with interest at 2% per annum
from the Monticello Economic Development Authority ("MEDA")
pursuant to a Promissory Note dated May 3, 2004, attached
hereto as Exhibit 10.4 under a Loan Agreement dated May 3,
2004, attached hereto as Exhibit 10.5; and
(c) Company cash in the amount of $190,000.
The consideration for the purchase was determined through arm's-length
negotiations between the Company and Remmele. The indebtedness to Excel Bank is
secured pursuant to a Mortgage and Security Agreement and Fixture Financing
Statement dated as of May 3, 2004 between the Company and Excel Bank, attached
hereto as Exhibit 10.6, and the indebtedness to MEDA is secured by a Mortgage
dated as of May 3, 2004 between the Company and MEDA, attached hereto as Exhibit
10.7.
In connection with the closing of the Purchase Agreement, the Company
and its wholly-owned subsidiaries, Taurus Numeric Tool, Inc. and WSI Rochester,
Inc., entered into a Second Amendment and Modification of Revolving Line of
Credit Loan Agreement and Reaffirmation of Guaranties dated as of May 3, 2004
with Excel Bank, attached hereto as Exhibit 10.8, to modify certain terms of the
Company's revolving line of credit promissory note in the original principal
amount of $1,000,000 entered into in December 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
Exhibit No. Description of Exhibit
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10.1 Purchase Agreement dated as of March 12, 2004 between WSI
Industries, Inc. and Remmele Engineering, Inc.
10.2 Promissory Note dated as of May 3, 2004 by WSI Industries, Inc. as
debtor and Excel Bank Minnesota as holder in the original
principal amount of $1,360,000.
10.3 Loan Agreement dated as of May 3, 2004 between WSI Industries,
Inc. and Excel Bank Minnesota.
10.4 Promissory Note dated as of May 3, 2004 by WSI Industries, Inc. as
debtor and Monticello Economic Development Authority as holder in
the original principal amount of $350,000.
10.5 Loan Agreement dated as of May 3, 2004 between WSI Industries,
Inc. and the Monticello Economic Development Authority.
10.6 Mortgage and Security Agreement and Fixture Financing Statement
dated as of May 3, 2004 between WSI Industries, Inc. and Excel
Bank Minnesota.
10.7 Mortgage dated as of May 3, 2004 between WSI Industries, Inc. and
the Monticello Economic Development Authority.
10.8 Second Amendment and Modification of Revolving Line of Credit Loan
Agreement and Reaffirmation of Guaranties dated as of May 3, 2004
by and among WSI Industries, Inc., Taurus Numeric Tool, Inc. and
WSI Rochester, Inc. and Excel Bank Minnesota.
99.1 Press Release dated May 3, 2004.
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, thereunto duly authorized.
WSI INDUSTRIES, INC.
By /s/ Paul D. Sheely
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Its Vice President, Finance and
Chief Financial Officer
Dated: May 11, 2004