Item 1.02 Termination of a Definitive Material Agreement.
On April 1, 2020, Torotel, Inc., a Missouri corporation (the "Company"),
received formal notice from Standex International Corporation, a Delaware
corporation ("Standex"), that effective immediately Standex is terminating the
previously disclosed Agreement and Plan of Merger (the "Merger Agreement") by
and among the Company, Standex and Shockwave Acquisition Corporation, a Missouri
corporation and a wholly-owned subsidiary of Parent, dated November 26, 2019,
pursuant to Section 7.02(a) of the Merger Agreement.
Standex's stated reason for termination was that the merger was not consummated
on or before March 31, 2020. A condition of closing the transaction contemplated
by the Merger Agreement was the prior written consent of Collins Aerospace
("Collins") under the terms of the Company's long-term supply agreement with
Collins (the "LTA"). Despite the Company's proper notice and cooperation to
obtain Collins' consent, Collins refused to provide the consent to Torotel
without receiving certain concessions from Standex outside of the LTA. Standex
refused to extend the Merger Agreement end date, as requested by the Company,
for obtaining all conditions to closing and terminated the Merger Agreement
after Collins and Standex could not agree on the terms of the consent.
Item 7.01 Regulation FD Disclosure
On April 1, 2020, the Company issued a press release announcing that Standex
exercised its right to terminate the Merger Agreement. A copy of the press
release is attached as Exhibit 99.1.
Forward Looking Statements
This report contains forward-looking statements, which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements generally can be identified by use of
statements that include, but are not limited to, phrases such as "anticipate,"
"believe," "expect," "future," "intend," "plan," and similar expressions to
identify forward-looking statements. Forward-looking statements include, without
limitation, the ability of the Company to retain and hire key personnel and
maintain relationships with its customers, suppliers, partners, and others with
whom it does business, or on its operating results and businesses generally, the
Company's ability to increase income streams, to grow revenue and earnings, the
uncertainty in the financial markets in the wake of the COVID-19 pandemic and
the effect of the COVID-19 pandemic on the Company's business and operating
results,. These statements are only predictions and are subject to certain
risks, uncertainties, and assumptions, which include, but are not limited to,
those identified and described in the Company's public filings with the SEC. You
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company does not undertake any
obligation to update any forward-looking statements as a result of new
information, future developments, or otherwise, except as expressly required by
law.
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TOROTEL, INC. 
