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 (Date of Earliest Event Reported): July 29, 1999




                             WILLIAMS CONTROLS INC.
               ---------------------------------------------------
               (Exact name of Company as specified in its charter)



     Delaware                       0-18083                       84-1099587
--------------------         ---------------------           -------------------
  (State or other            (Commission File No.)            (I.R.S. Employer
  jurisdiction of                                            Identification No.)
  incorporation or
   organization)




                   14100 S.W. 72nd Avenue, Portland, OR 97224
                   ------------------------------------------
                    (Address of Principal Executive Offices)



                                 (503) 684-8600
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              (Registrant's telephone number, including area code)



                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 2.  Acquisition or Disposition of Assets

(a)  On July 29, 1999 the Company  closed the purchase of the  ProActive  Pedals
     division of Active  Tools  Manufacturing  Co.,  Inc.  ProActive  Pedal is a
     designer  and  developer  of  patented  adjustable  foot pedal  systems and
     modular  pedal  systems.   The  purchase  price  was  $5,750,000  plus  the
     assumption  of  approximately  $350,000 in  liabilities.  In addition,  the
     Company  entered into a patent  assignment  and royalty  agreement with the
     patent  holder  which  required an initial  payment of $600,000 and minimum
     annual royalty payments of $95,000 per year for ten years.  Assets acquired
     include  designs,  technology  and patent rights on  adjustable  foot pedal
     systems, as well as designs of modular foot pedal systems.

     The purchase was financed through the private placement of 1,244,065 shares
     of  the  Company's   common  stock  with  net  proceeds  of   approximately
     $3,396,000.  In addition,  the Company  borrowed  $2,500,000  from its bank
     under a new term loan facility (Term Loan III). The principal  amount under
     Term Loan III is payable in three equal  monthly  installments  of $139,000
     (plus  interest)  beginning in November 1999 with the remaining  balance of
     $2,083,000 due in February  2000.  Interest on term Loan III is computed at
     the prime rate plus 1.25%. (9.25% at July 29, 1999).

(b)  Certain  furniture and equipment was acquired in the  transaction  and will
     continue to be used consistent with its use under the former owner.



Item 7.  Financial Statements and Exhibits.

(a)  Financial Statements and Exhibits.

     Financial  statements  as  required  by Rule  3.05  will be filed  with the
     Securities and Exchange Commission by amendment within 60 days.

(b) Pro forma financial information.

     Pro forma financial statements as required by Rule 11-01 will be field with
     the Securities and Exchange Commission by amendment within 60 days.

                                   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.

                                                    WILLIAMS CONTROLS, INC.



Date: August 13, 1999                               By:  /s/ Gerard A. Herlihy
                                                    ----------------------------
                                                    Gerard A. Herlihy,
                                                    Chief Financial Officer and
                                                    Chief Administrative Officer