Attached files
| file | filename |
|---|---|
| EX-10.1 - SHARE AND DEBT PURCHASE AGREEMENT - MISCOR GROUP, LTD. | mis_8k1218ex101.htm |
| EX-99.1 - PRESS RELEASE - MISCOR GROUP, LTD. | mis_8k1218ex991.htm |
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) December 18,
2009
|
||
|
MISCOR
GROUP, LTD.
|
||
|
(Exact
name of registrant as specified in its charter)
|
||
|
Indiana
|
333-129354
|
20-0995245
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
1125
South Walnut Street, South Bend, Indiana
|
46619
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
(574)
234-8131
|
||
|
(Registrant’s
telephone number, including area code)
|
||
|
(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 (see General
Instruction A.2. below):
|
¨
|
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))
|
|
Item
1.01
|
Entry
into a Material Definitive Agreement
|
|
Item
2.01
|
Completion
of Acquisition or Disposition of
Assets
|
On
December 18, 2009, American Motive Power, Inc. (“AMP”), a wholly-owned
subsidiary of MISCOR Group, Ltd. (the “Company”), entered into a Share and Debt
Purchase Agreement (the “Purchase Agreement”) and closed the transaction with
4107730 Canada Inc. (d/b/a Novatech Inc.) (“Novatech”). The Company
joined in the Purchase Agreement as the guarantor of AMP’s obligations
thereunder. The Purchase Agreement provided for Novatech’s purchase
of all of the stock of AMP’s wholly-owned subsidiary AMP Rail Services Canada,
ULC (“AMP Canada”) and Novatech’s purchase of a demand promissory note
evidencing debt that was owed by AMP Canada to AMP (the “Note”). On
December 23, 2009, we issued a press release announcing that we had entered into
the Purchase Agreement and closed the transaction. The press release
is attached hereto as Exhibit 99.1.
Description
of Material Terms of the Purchase Agreement
Under the
terms of the Purchase Agreement, AMP sold all of the outstanding capital stock
of AMP Canada for a purchase price of one dollar and the Note for a purchase
price of $1,500,000.00 (together, the “Purchase Price”) (all
dollars quoted herein are U.S. Dollars). Part of the Purchase
Price was paid in cash in the amount of $1,100,001.00 and the remaining portion
of the Purchase Price was paid in the form of a promissory note, payable monthly
over a three-year term with interest accruing at the rate of five-percent per
annum. The Purchase Price is subject to adjustment based on the
calculation of AMP Canada’s working capital as of December 18,
2009. The proceeds from the sale will be used to pay down Company
debt and to support current working capital requirements.
AMP has
made customary representations and warranties in the Purchase Agreement.
Additionally, AMP has agreed to certain customary covenants and agreements,
including (among others) that AMP and its representatives will not, for a period
of three years, compete or otherwise engage in any business in any part of the
Province of Quebec which is substantially the same as the repair and
remanufacture of locomotives and related equipment.
The
description of the terms and provisions of the Purchase Agreement in this report
is not complete and is qualified in its entirety by reference to the copy of the
Purchase Agreement filed as an exhibit to this report, which is incorporated
herein by reference.
The
Purchase Agreement has been included to provide investors with information
regarding the terms of that agreement. The Purchase Agreement, and the
description of that agreement, is not intended to provide any other factual
information about the parties thereto or their respective subsidiaries or
affiliates. The Purchase Agreement may contain representations and warranties of
the parties to that agreement made solely for the benefit of the other parties
to that agreement, and were used for the purpose of allocating risk between the
parties. Any such representations and warranties are not categorical statements
of fact. Moreover, any representations and warranties made by the parties may
apply standards of materiality in a way that is different from what may be
material to investors, and were made only as of December 18, 2009, or such other
date or dates as may be specified in the Purchase Agreement, and are subject to
more recent developments. Accordingly, any representations and warranties in the
Purchase Agreement should not be read in isolation, but only in conjunction with
the other information about the parties which the Company includes in other
reports and statements filed with the SEC.
2
|
Item
8.01
|
Other
Events
|
The sale
of AMP Canada is the Company’s initial step in an overall restructuring
including the divesture of certain businesses that do not align with its
long-term vision. This restructuring plan is expected to include the
divestiture of the remaining subsidiaries in the Company’s Rail Services
Segment, along with the Company’s Construction Services subsidiaries, thereby
allowing the Company to focus on industrial and utility services.
The
Company also has taken steps to reorganize and reduce the cost of its management
structure. James Lewis, Vice President, Secretary and
General Counsel, resigned as Vice President of the Company, but continues to
serve the Company on a consulting basis as outside General Counsel and
Secretary. Bernard DeWees resigned as President of Magnetech Industrial
Services, Inc. (“Magnetech”), but continues to serve Magnetech and the Company
as a consultant to its industrial services leadership team. Finally, Edward
Matheny, Vice President, Sales and Marketing of Magnetech, was promoted to
Executive Vice President of Magnetech and oversees Magnetech operations while
continuing to lead the Magnetech sales and marketing team. The terms
of Mr. Matheny’s promotion include an annual salary of $150,000 and an annual
bonus of up to 30% of his annual salary. There is no written
employment agreement with Mr. Matheny.
Cautionary
Statement Regarding Forward-looking Information
This
Current Report on Form 8-K includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of
the Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, and the “safe harbor” provisions thereof. These
forward-looking statements are usually accompanied by the words “anticipates,”
“believes,” “plan,” “seek,” “expects,” “intends,” “estimates,” “projects,” “will
receive,” “will likely result,” “should,” “will continue,” “future” and similar
terms and expressions.
These
forward-looking statements reflect our current views with respect to future
events. To make these statements, we had to make assumptions as to the future.
We have also had to make estimates in some cases about events that have already
occurred, and to rely on data that may be found to be inaccurate at a later
time. Because these forward-looking statements are based on assumptions,
estimates and changeable data, and because any attempt to predict the future is
subject to other errors, future results may be materially different from those
discussed or anticipated in this report. Some of the events that could cause
actual results to differ materially from those anticipated include, among other
things, actual transaction costs and expenses varying from estimated
amounts.
Forward-looking
statements should not be relied upon without considering all of the things that
could make them inaccurate. We undertake no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that may arise
after today. All subsequent written or oral forward-looking statements
attributable to the Company or persons acting on the Company’s behalf are
expressly qualified in their entirety by this section.
3
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number
|
Description
|
||
|
10.1
|
AMP
Canada Services Canada Share and Debt Purchase Agreement, dated December
18, 2009, by and between American Motive Power, Inc. (a wholly-owned
subsidiary of the registrant) and 4107730 Canada Inc. (d/b/a Novatech
Inc.), and joined in by the registrant.
|
||
|
99.1
|
Press
release dated December 23, 2009.
|
4
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 hereto
duly authorized.
|
Date: December
23, 2009
|
MISCOR
Group, Ltd.
|
|
|
By:
|
/s/ John A. Martell | |
|
Name:
|
John
A. Martell
|
|
|
Title:
|
President
and Chief Executive Officer
|
|
5