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
December 3, 2002
(Date of earliest event reported)
SELAS CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction or Incorporation)
1-5005 23-1069060
(Commission File Number) (IRS Employer Identification No.)
1260 Red Fox Road Arden Hills, Minnesota 55112
(Address of principal executive offices) (Zip Code)
651-636-9770
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
2034 Limekiln Pike, Dresher, PA 19025
Item 2. Acquisition or Disposition of Assets
On December 3, 2002, the Company completed its agreement with Andritz AG to sell
certain of the operating assets and liabilities of its large custom engineered
furnace business operated by its wholly owned subsidiary Selas SAS and 100
percentof the shares of Selas UK. In addition, the Company sold certain
intellectual property used in the business. The total consideration was equal
to the net book value of the assets transferred and liabilities assumed, plus
approximately $500,000 for the intellectual property and goodwill transferred.
The assets and liabilities sold represent most of the Company's discontinued
operations as reported in the Company's financial statements for the year ended
December 31, 2001 and the nine-months ended September 30, 2002. The sale
excludes Selas SAS's headquarters building in Gennevilliers, France which the
Company has listed for sale. The assets and liabilities sold have been reported
as discontinued operations in the Company's financial statements for the year
ended December 31, 2001 and the nine-months ended September 30, 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Statements
Pro forma financial information reflectiong the sale described in Item 2 above
was contained in the following financial information previously filed by the
company:
Balance Sheet as of September 30, 2002 contained in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2002;
Consolidated Statement of Operations for the nine months ended September 30,2002
contained in the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002; and
Consolidated Statement of Operations for the year ended December 31,2001
contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
(c) EXHIBITS
Exhibit 2.1 Asset and Share Purchase Agreement dated as of October11, 2002
among the Company, Selas S.A.S, Andritz A.G. and Andritz Acquisition S.A.S.
Schedules and attachments are listed beginning on page 14 of the Exhibit and
will be provided to the Commission upon request.
Exhibit 99.1 Press Release dated December 4, 2002
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.
Selas Corporation of America
By: /s/ Robert F. Gallagher
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Robert F. Gallagher
Vice President and Chief Financial Officer
Date: December , 2002