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 ------------------ IONATRON, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-14015 77-0262908 -------------- ---------- ---------- (State or Other (Commission (IRS Employer Jurisdiction of Incorporation) File Number) Identification No.) 3590 East Columbia Street, Tucson, Arizona 85714 ------------------------------------------ -------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (520) 628-7415 -------------- Not Applicable ----------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 1 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 2 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 -------------------------------------- Thomas Dearmin Chief Executive Officer, President and Chief Financial Officer Date: September 21, 2004 3