-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VV3zFurGTXIViAvZ6wyvOY+tbo2bJBt0S7X4hx/SeWHH5+EhSJg1rMgoWZh2Ht55 NFGv6SBIf5WIIlVIlvE+gw== 0000894579-98-000236.txt : 19981126 0000894579-98-000236.hdr.sgml : 19981126 ACCESSION NUMBER: 0000894579-98-000236 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL KNIFE & SAW INC CENTRAL INDEX KEY: 0001027909 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 570697252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-17305 FILM NUMBER: 98759476 BUSINESS ADDRESS: STREET 1: 1299 COX AVENUE CITY: ERLANGER STATE: KY ZIP: 41018 BUSINESS PHONE: 6063710333 MAIL ADDRESS: STREET 1: 1299 COX AVENUE CITY: ERLANGER STATE: KY ZIP: 41018 8-K 1 8-K INTERNATIONAL KNIFE & SAW, INC. ================================================================================ 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) November 25, 1998 Commission file number: 333-17305 International Knife & Saw, Inc. (Exact name of registrant as specified in its charter) Delaware 57-0697252 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1299 Cox Avenue Erlanger, Kentucky 41018 (Address of principal executive offices) (606) 371-0333 (Registrant's telephone number, including area code) NONE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ================================================================================ 1 ITEM 1. Not Applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 12, 1998, pursuant to the Share Purchase Agreement dated as of November 12, 1998, International Knife & Saw, Inc. and its consolidated subsidiaries (the "Company") acquired from Lembo (International) B.V. (the "Seller") all of the shares of A.K. van der Wijngaart Beheer B.V. and its subsidiaries ("Diacarb"). Diacarb is located in Rotterdam, the Netherlands. The purchase price consisted of 12.0 million Dutch guilders in cash (approximately $6.3 million) financed from existing lines of credit, .9 million Dutch guilders (approximately $.5 million) in assumed debt, and a 5% promissory note to the Seller for 5.0 million Dutch guilders (approximately $2.6 million), subject to post closing adjustments. The promissory note is payable in installments of 1.0 million Dutch guilders (approximately $.5 million) on January 15, 2000, and 2.0 million Dutch guilders (approximately $1.0 million) on January 15, 2001 and 2002. Diacarb's business includes the regrinding and distribution of industrial knives in the Netherlands, Belgian and Luxembourg markets. Diacarb is also involved in the manufacture of stansformen (molds to punch holes) for the carton industry. The Company intends to continue to use the assets, properties and other rights purchased from the Seller in the operation of the business. Before the acquisition, there was no material relationship between the Seller and the Company or any of its affiliates, any director or officer of the Company, or any associate of any such director or officer. The purchase price was negotiated on an arm's length basis. ITEM 3-6. Not Applicable ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is presently impracticable to provide the financial statements required to be included in the Current Report on Form 8-K with respect to the business acquired. Such financial statements will be filed under cover of Form 8-K/A as soon as practicable, but not later than January 25, 1999, as required by Item 7(a)(4) of the General Instructions. (b) PRO FORMA FINANCIAL INFORMATION. It is presently impracticable to provide the pro forma financial information required to be included in this Current Report on Form 8-K with respect to the business acquired. Such pro forma financial information will be filed under cover of Form 8-K/A as soon as practicable, but not later than January 25, 1999, as required by Item 7(a)(4) of the General Instructions. ITEM 8-9. Not Applicable 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, hereunto duly authorized. INTERNATIONAL KNIFE & SAW, INC. By: /s/ John E. Halloran ------------------------------------- John E. Halloran President and Chief Executive Officer By: /s/ William M. Schult ------------------------------------- William M. Schult Vice President-Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) November 25, 1998 3 EXHIBIT INDEX Exhibit No. Description ------- ----------- None 4 -----END PRIVACY-ENHANCED MESSAGE-----