UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of

OFthe ~~THE~~Securities ~~SECURITIES~~Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

Date of Report (Date of earliest event reported)~~: March 29, 2019 (March 28, 2019)~~

~~Sierra~~May ~~Monitor~~20, ~~Corporation~~2019

~~(Exact~~SIERRA ~~Name~~MONITOR ~~of Registrant as Specified in Charter)~~CORPORATION

California	000-07441	95-2481914
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

(Exact name of registrant as specified in its charter)

1991 Tarob Court Milipitas, California	95035
CALIFORNIA	000-07441	95-2481914
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1991 Tarob Court Milpitas, California		95035
(Address of principal executive offices)		(Zip Code)

(408) 262-6611

(Registrant’s telephone number, including area code)

~~Not~~No ~~applicable~~Change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by~~Title ~~check mark whether the registrant is an emerging growth company as defined in Rule 405~~ of ~~the~~each ~~Securities~~class ~~Act~~Trading ~~of 1933~~ symbol(~~17 CFR §230.405~~s) orName ~~Rule 12b-2~~ of ~~the~~each ~~Securities~~exchange ~~Exchange~~on ~~Act~~which ofregistered ~~1934~~Common ~~(17~~Stock ~~CFR~~SRMC ~~§240.12b-2). Emerging growth company [ ]~~OTCBB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1 2.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On May 20, 2019, MSA Safety Incorporated, a Pennsylvania corporation (“MSA”), completed its previously announced acquisition of Sierra Monitor Corporation, a California corporation (“SMC” or the “Company”). Pursuant to the terms of the Agreement and Plan of Merger, dated March 28, 2019 (the “Merger Agreement”), among SMC, MSA and Gateway Merger Sub, Inc., a California corporation and an indirect, wholly owned subsidiary of MSA (“Merger Sub”), Merger Sub merged with and into SMC (the “Merger”) with SMC surviving the Merger and becoming an indirect, wholly owned subsidiary of MSA, subject to the terms and conditions set forth therein. Capitalized terms not otherwise defined herein have the meaning set forth in the Merger Agreement.

OnAt ~~March~~the ~~28,~~effective ~~2019,~~time ~~Sierra~~of ~~Monitor~~the ~~Corporation,~~Merger ~~a California corporation~~ (the “~~Company”~~Effective ~~or “SMC~~Time”), ~~entered into~~and anpursuant ~~Agreement~~to the terms and ~~Plan~~conditions of ~~Merger (~~the “Merger Agreement”), ~~with~~each ~~MSA~~issued ~~Safety~~and ~~Incorporated,~~outstanding ashare ~~Pennsylvania~~of ~~corporation~~ SMC common stock (~~“Parent”)~~other than shares owned or held in treasury by SMC, ~~and~~or owned ~~Gateway~~by MSA or Merger Sub, ~~Inc.,~~all aof ~~California~~which ~~corporation~~were ~~and~~cancelled anwithout ~~indirect~~consideration), ~~wholly~~was ~~owned~~cancelled ~~subsidiary~~and ofautomatically ~~Parent~~converted ~~(“Merger~~into ~~Sub”).~~the ~~The~~right ~~Merger~~to ~~Agreement~~receive ~~provides~~$3.25 ~~that~~in cash, ~~subject~~without tointerest (the ~~terms~~“Merger Consideration”), and ~~conditions~~each ~~set~~issued ~~forth~~and outstanding ~~therein,~~share of Merger Sub ~~will~~common ~~merge~~stock ~~with~~was ~~and~~converted into ~~SMC~~one ~~(the~~validly ~~“Merger”)~~issued, ~~with~~fully paid and non-assessable share of common stock of SMC. ~~surviving~~SMC’s ~~the~~common ~~Merger~~stock ~~and~~is ~~becoming~~no anlonger ~~indirect,~~quoted ~~wholly~~on ~~owned~~the OTC Bulletin Board (“OTCBB”) effective as ~~subsidiary~~of the close of ~~Parent~~trading on May 20, 2019.

~~Under~~The ~~the~~foregoing ~~Merger~~description ~~Agreement,~~of at the ~~effective~~effects ~~time~~ of the Merger, ~~each issued~~ and ~~outstanding~~the ~~share~~Merger ofAgreement, ~~SMC~~and ~~common~~the ~~stock~~transactions ~~(other~~contemplated ~~than~~thereby, ~~shares~~does not ~~owned~~purport orto ~~held~~be incomplete ~~treasury~~and byis ~~SMC~~subject to, ~~owned~~and byqualified ~~Parent~~in orits ~~Merger~~entirety ~~Sub,~~by orreference ~~with respect~~ to, ~~which~~ the ~~holder~~full ~~thereof~~text ~~has~~of ~~properly exercised dissenters’ rights) will be cancelled and automatically converted into~~ the ~~right~~Merger ~~to receive $3~~Agreement.25 A incopy ~~cash,~~of ~~without interest (~~the “Merger ~~Consideration”),~~Agreement ~~and~~was ~~each~~attached ~~issued~~as ~~and~~Exhibit ~~outstanding~~2.1 ~~share~~to ofour ~~Merger~~Current ~~Sub~~Report ~~common~~on ~~stock~~Form ~~will~~8-K befiled ~~converted~~with ~~into one~~the ~~validly~~U.S. ~~issued,~~Securities ~~fully~~Exchange Commission ~~paid~~on ~~and~~March ~~non-assessable~~29, ~~share~~2019 ofand ~~common~~is ~~stock~~incorporated ofherein ~~SMC~~by reference.

~~Under~~Item ~~the~~3.01. ~~Merger~~Notice ~~Agreement,~~of atDelisting ~~the~~or ~~effective~~Failure ~~time~~to ofSatisfy ~~the~~a ~~Merger,~~Continued ~~Parent~~Listing ~~will~~Rule ~~assume any vested~~ or ~~unvested~~Standard; ~~and~~Transfer ~~outstanding~~of ~~SMC stock options and restricted stock awards~~Listing.

~~SMC~~The ~~has~~information ~~made~~set ~~customary~~forth ~~representations, warranties and covenants~~ in ~~the~~Item ~~Merger Agreement, including covenants not to, during the pendency of the Merger, solicit alternative transactions~~2.01 ~~Each~~ of ~~Parent~~this ~~and~~Current ~~Merger~~Report ~~Sub~~on ~~also~~Form ~~has~~8-K ~~made~~is ~~customary~~incorporated ~~representations,~~into ~~warranties and~~this ~~covenants~~Item in3.01 ~~the~~by ~~Merger Agreement~~reference.

~~Consummation~~On May 20, 2019, SMC notified OTCBB of the effectiveness of the Merger. isIn ~~subject~~connection totherewith, SMC informed OTCBB of the ~~satisfaction~~Merger Consideration orbeing ~~waiver~~paid by MSA. Trading of ~~customary~~SMC ~~closing~~common ~~conditions.~~stock ~~The~~on ~~transaction~~OTCBB, iswhich ~~not~~traded ~~subject~~under tothe ~~any~~symbol “SRMC,” was suspended ~~financing~~as ~~condition~~of the close of business on May 20, 2019.

~~Concurrently~~Item with the execution and delivery of the Merger Agreement, SMC delivered to Parent an action by written consent (the “Shareholder Consent”) in favor of the adoption and approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, executed by Jay T3. ~~Last, Deborah Last, C~~03. ~~Richard~~Material ~~Kramlich,~~Modification Pamela P. Kramlich, Gordon R Arnold & Isabel V Arnold Trust, Robert C. Marshall, Michael C. Farr, Tamara S. Allen, Jeffrey S. Brown, James D. Norrod and Ross DeMont (collectively, the “SMC Shareholders”), who collectively hold approximately 64.9% of the outstanding shares of SMC common stock. Accordingly, the Merger Agreement and the Merger have been approved by the SMC shareholders and consummation of the Merger is not subject to ~~the~~Rights ~~receipt~~ of ~~any~~Security ~~additional approvals from the SMC shareholders~~Holders. The Company will not solicit proxies or consents from its shareholders but will file an Information Statement on Schedule 14C containing additional information about the Merger Agreement and the Merger.

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~certain~~in ~~customary~~Items ~~termination~~2.01, ~~rights~~3.01 ~~for Parent~~ and ~~SMC, including a right to terminate the Merger Agreement if the Merger is not completed by June 28, 2019, unless otherwise extended pursuant to the terms of the Merger Agreement~~5.01 ~~The Merger Agreement further provides that, upon termination~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report ~~under~~on ~~certain~~Form ~~specified~~8-K ~~circumstances,~~is ~~SMC~~incorporated ~~will be~~into ~~obligated~~this toItem ~~pay Parent a termination fee of $1.~~3.03 ~~million and/or reimburse Parent for expenses incurred in connection with the transactions contemplated~~ by ~~the Merger Agreement up to a cap of $500,000~~reference.

~~The~~As ~~foregoing~~a ~~summary~~result of the Merger, ~~Agreement~~each issued and ~~the~~outstanding ~~transactions~~share ~~contemplated~~of ~~thereby~~SMC ~~does~~common ~~not~~stock ~~purport~~immediately prior to bethe ~~complete~~Effective ~~and~~Time is(other ~~subject~~than ~~to,~~shares ~~and~~owned ~~qualified~~or held in ~~its~~treasury ~~entirety~~ by SMC, ~~the~~or ~~full~~owned ~~text~~by ofMSA ~~the~~or Merger ~~Agreement~~Sub, ~~attached~~all ~~hereto~~of aswhich ~~Exhibit~~were ~~2.1~~cancelled without consideration), was cancelled and ~~incorporated~~automatically ~~herein by~~converted ~~reference~~into the right to receive the Merger Consideration.

~~The~~Item ~~Merger Agreement has been attached as an exhibit hereto to provide investors with information regarding its terms~~5. It is not intended to provide any other factual information about SMC, Parent or Merger Sub, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger01. ~~The~~Changes ~~representations, warranties and covenants contained~~ in ~~the~~Control ~~Merger Agreement were made only for purposes~~ of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investorsRegistrant. Accordingly, the representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time and investors should not rely on them as statements of fact. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in SMC’s or Parent’s public disclosures.

~~Item~~The information 7set forth in Items 2.01 ~~Regulation~~and FD5.02 ~~Disclosure~~of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

On ~~March~~May 2920, 2019, ~~SMC~~as ~~issued~~a result of the Merger, a ~~press~~change ~~release~~in ~~announcing~~control ~~the~~of ~~entry~~SMC ~~into~~occurred, and SMC became an indirect, wholly owned subsidiary of MSA. MSA paid approximately $34.0 million in cash to SMC’s shareholders pursuant to the Merger Agreement to acquire SMC. ASMC ~~copy~~intends to file with the SEC, on Form 15, a certification and notice of termination of the ~~press~~registration ~~release~~of issuch ~~attached~~shares ~~hereto~~of common stock under Section 12(g) of the Securities and Exchange Act of 1934, as ~~Exhibit~~amended ~~99.1~~(the “Exchange Act”), and ~~incorporated~~suspension ~~herein~~of byits ~~reference~~obligations to file reports under Sections 13 and 15(d) of the Exchange Act. MSA funded the payment of the aggregate consideration with borrowings from its existing credit facility.

~~The information contained in~~ Item 7 5.~~01 of this report, including Exhibit 99~~02.1, ~~shall~~Departure ~~not be incorporated by reference into any filing~~ of ~~the~~Directors ~~registrant, whether made before, on~~ or ~~after~~Certain ~~the~~Officers; ~~date~~Election ~~hereof, regardless~~ of ~~any~~Directors; ~~general~~Appointment ~~incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01~~ of ~~this~~Certain ~~report, including~~Officers; ~~Exhibit~~Compensatory ~~99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act~~Arrangements of ~~1934,~~Certain ~~as amended, or otherwise subject to the liabilities of that section~~Officers.

~~Item~~Pursuant to 8the terms of the Merger Agreement, immediately after the Effective Time, each of the members of the Board of Directors of SMC, Ross DeMont, Jim Norrod, Robert C.01 ~~Other~~Marshall, ~~Events~~C. Richard Kramlich, Jeffrey S. Brown, and Gordon Arnold, resigned from the Board of Directors of SMC and Gustavo Lopez, James M. Daugherty and Richard W. Roda, the directors of Merger Sub at the Effective Time, became the directors of the surviving corporation. Additionally, at the Effective Time, the officers of Merger Sub (comprised of Gustavo Lopez as President, James M. Daugherty as Vice President and Chief Financial Officer and Richard W. Roda as Secretary) became the officers of the surviving corporation. The directors of the Company did not resign because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

~~Support~~Item ~~Agreement~~5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

InAs ~~connection~~described ~~with~~in the ~~execution of the~~ Merger Agreement, ~~the~~at ~~SMC Shareholders have entered into a Support Agreement, dated as of March 28, 2019, with Parent (~~the ~~“Support~~Effective ~~Agreement”). Subject to the terms and conditions of the Support Agreement~~Time, the ~~SMC~~articles ~~Shareholders have agreed, among other things, (i) not to revoke, attempt to revoke or otherwise take any action that could otherwise limit the effectiveness~~ of orincorporation ~~invalidate~~and ~~the~~bylaws ~~Shareholder Consent, (ii) to vote all~~ of ~~the shares of~~ SMC ~~common~~were ~~stock~~amended ~~held by them (representing in the aggregate approximately 64.9% of the total outstanding shares of SMC common stock) against any transaction that may be proposed as an alternative to the Merger~~ and ~~(iii) not to transfer their shares of SMC common stock~~restated. ~~The Support Agreement will terminate if the Merger Agreement is validly terminated.~~

~~The~~Copies ~~foregoing summary~~ of the ~~Support~~amended ~~Agreement~~ and ~~the~~restated ~~transactions~~articles ~~contemplated~~of ~~thereby~~incorporation ~~does not purport to be complete~~ and isbylaws ~~subject to,~~are ~~and qualified in its entirety by, the full text of the Support Agreement~~ attached hereto as Exhibit 993.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 28, 2019, by and among Parent, Merger Sub and SMC.*
2.1*		Agreement and Plan of Merger, dated as of March 28, 2019, among Sierra Monitor Corporation, MSA Safety Incorporated, and Gateway Merger Sub, Inc., is incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Sierra Monitor Corporation on March 29, 2019
99.1		Press Release, dated March 29, 2019.
3.1		Amended and Restated Articles of Incorporation of Sierra Monitor Corporation
99.2		Support Agreement, dated March 28, 2019, by and among Parent and the SMC Shareholders.
3.2		Amended and Restated Bylaws of Sierra Monitor Corporation

* ~~Certain~~Schedules ~~schedules~~ and ~~exhibits~~annexes ~~to this agreement~~ have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ~~and~~A ~~SMC agrees to furnish supplementally a~~ copy of any omitted schedule and/or ~~exhibit~~annex will be furnished supplementally to the ~~staff~~Securities ofand ~~the~~Exchange ~~SEC~~Commission upon request.

~~Cautionary Note Regarding Forward-Looking Statements~~SIGNATURES

~~This~~Pursuant ~~announcement~~to ~~contains forward-looking statements (including within~~ the ~~meaning~~requirements of ~~Section 21E of~~ the ~~United States~~ Securities Exchange Act of 1934, as amended, ~~and Section 27A of~~ the ~~United~~Registrant ~~States~~has ~~Securities~~duly ~~Act~~caused ofthis ~~1933,~~report ~~as amended) concerning Parent and SMC. These statements include, but are not limited~~ to, ~~statements~~be ~~regarding the expected completion and timing of the proposed~~signed ~~transaction,~~on ~~expected~~its ~~benefits~~behalf and costs of the proposed transaction, and management plans relating to the proposed transaction, and statements that address each company’s expected future business and financial performance and other statements identified by words such as “will”, “expect”, “believe”, “anticipate”, “estimate”, “should”, “intend”, “plan”, “potential”, “predict” “project”, “aim”, and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the ~~management~~undersigned ofhereunto ~~Parent~~duly and SMC (as the case may be), as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of each company’s and each company’s management’s control, and which may cause actual results to differ materially from those contained in forward-looking statementsauthorized. ~~Accordingly, you should not place undue reliance on such statements.~~

~~Those risks, uncertainties and assumptions include~~Date: ~~the risk that the proposed transaction may not be completed in a timely manner or~~ atMay ~~all~~21, which may adversely affect SMC’s business and the price of the common stock of SMC; the failure to satisfy any of the conditions to the consummation of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the proposed transaction on SMC’s business relationships, operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; risks related to diverting management’s attention from ongoing business operations; the outcome of any legal proceedings that may be instituted related to the Merger Agreement or the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; and other risks described in SMC’s filings with the United States Securities and Exchange Commission, such as Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.2019

~~Other particular~~Sierra ~~uncertainties~~Monitor ~~that~~Corporation ~~could materially affect future results include risks associated with~~By: ~~any loss of SMC’~~/s/ ~~significant customers~~Gustavo ~~and~~Lopez ~~fluctuations~~Name: inGustavo ~~the~~Lopez ~~timing~~Title: and volume of significant customer demand; potential postponement of spending by commercial, industrial and municipal customers; fluctuations in currency markets; product delays and costs from increasing lead times or material prices from suppliers; and inability of customers, including commercial contractors, to obtain credit to finance projects requiring our products; low oil prices are negatively impacting construction of new oil and gas extraction, processing, and delivery facilities, slowing down large alternative fuel projects and resulting in cautious capital spending on fire and gas solutions, and putting pressure on product margin as suppliers seek to reduce total solution costs; dependence on senior management; quarterly and annual fluctuations in operating results; global economic and political conditions and concerns; cyclicality in the industrial and commercial facilities management enterprise software industry or in target markets; SMC’s ability to protect its intellectual property and the unpredictability of any associated litigation expenses; any expenses or reputational damage associated with resolving customer product warranty and indemnification claims; SMC’s ability to sell to new types of customers and to keep pace with technological advances; market acceptance of the end products into which SMC’s products are designed; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature.President

Forward-looking statements speak only as of the date of this communication. Neither Parent nor SMC undertake any intent or obligation to publicly update or revise any of the estimates and other forward-looking statements made in this announcement, whether as a result of new information, future events or otherwise, except as required by law.

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, hereunto duly authorized.

	Sierra Monitor Corporation
Date: March 29, 2019	By:	/s/ Jeffrey Brown
	Name:	Jeffrey Brown
	Title:	Chief Executive Officer

Filing Compare · SIERRA MONITOR CORP /CA/