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: July 2, 2003 APA OPTICS, INC. (Exact name of registrant as specified in its charter) MINNESOTA 0-16106 41-1347235 (State of other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification Number) 2950 NE 84TH LANE, BLAINE, MN 55449 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (763) 784-4995 (Former name, former address and former fiscal year, if changed since last report): N/A ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On July 2, 2003, we completed the acquisition of certain assets of Americable, Inc. ("Americable"). Pursuant to the terms of the Asset Purchase Agreement dated June 26, 2003, APA Acquisition, Inc., our wholly-owned subsidiary acquired certain assets and assumed certain related liabilities of Americable. The total purchase price consisted of $2,050,000 in cash paid at closing. The funds for the cash payment came from our cash on hand. The acquired assets consist of accounts receivable, equipment, inventory, contracts, and goodwill used in the production of standard and custom copper and fiber optic cable assemblies for service providers and original equipment manufacturers. We intend to use these assets in the same type of business. We have arrangements for use of certain Americable facilities and personnel on a temporary basis for a transition period which we estimate will last three months. In addition, we offered employment to 49 employees who were terminated by Americable. The overall workforce was reduced approximately 34% from the aggregate before the acquisition. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS We have included as exhibits to this report on Form 8-K the principal acquisition documents. The most recent audited historical financial statements of Americable and pro forma financial statements which show the effect of the acquisition on our financial condition and results of operations as if the acquisition had occurred at the beginning of our most recent completed fiscal year will be filed by amendment to this report on Form 8-K not later than 60 days from the date of this report. 2 ITEM 7. EXHIBITS Exhibit No. Description - ------------ ----------- 2.1 Asset Purchase Agreement among APA Optics, Inc., APA Acquisition, Inc., and Americable. Inc. (1) (1) All exhibits and schedules have been omitted. Such exhibits and schedules, which are listed below, will be supplied supplementally to the Securities and Exchange Commission upon its request. Schedule 2.3 Purchase Price Adjustment Schedule 2.5 Liabilities Exhibit 2.3 Form of Escrow Agreement Exhibit 2.5 Assumption Agreement Exhibit 2.7 Bill of Sale Disclosure Letter (by Section Reference) 3.2 Authority; No Conflict 3.3 Financial Statements 3.4 Title to Properties; Encumbrances 3.5 Condition and Sufficiency of Assets 3.6 Clear Title 3.8 Accounts Receivable 3.10 Liabilities of Americable 3.11 Taxes 3.12 Material Adverse Change 3.13 Employee Benefits 3.16 Contracts; No Defaults 3.19 Employees 3.20 Intellectual Property 3.22 Brokers or Finders 3.23 Negotiation of Purchase Price 3.24 Indebtedness 3 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. Dated: July 2, 2003 APA OPTICS, INC. By: /s/ Anil K. Jain ------------------- Anil K. Jain, Chief Executive Officer Authorized Signatory 4