-----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, E/q1k7F7pm+FY+mt/YZrhSCZBUD4+MB2EdDQ/STv9NU9MHSeynY8opXmsAjyh2kc oMkZLzY82fj/zYlb485CbA== 0001157523-05-003163.txt : 20050407 0001157523-05-003163.hdr.sgml : 20050407 20050407143751 ACCESSION NUMBER: 0001157523-05-003163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050403 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050407 DATE AS OF CHANGE: 20050407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOVA INC CENTRAL INDEX KEY: 0001044590 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 954647021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13279 FILM NUMBER: 05739040 BUSINESS ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 BUSINESS PHONE: 425-265-2400 MAIL ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 8-K 1 a4859480.txt UNOVA, 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): April 3, 2005 UNOVA, INC. (Exact name of registrant as specified in its charter) Delaware 001-13279 95-4647021 (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation) Identification Number) 6001 36th Avenue West 98203-1264 Everett, Washington (Zip Code) www.unova.com (Address of principal executive offices and internet site) Registrant's telephone number, including area code: (425) 265-2400 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)) Item 2.01 Completion of Acquisition or Disposition of Assets UNOVA, Inc. (the "Company") completed the disposition of its Cincinnati Lamb division ("Cincinnati Lamb") to MAG Industrial Automation Systems, LLC ("MAG"), an entity established by Maxcor, Inc. of New York, New York, effective April 3, 2005. Cincinnati Lamb is a global manufacturer of machining and assembly systems as well as stand-alone production equipment, primarily for the automotive, aerospace, heavy equipment and general machining industries. The two companies announced the transaction on March 21, 2005. MAG and certain of its affiliates acquired the global operations of Cincinnati Lamb for approximately $60 million in consideration, subject to possible closing balance sheet adjustments. The consideration consisted of $16 million in cash, $10 million in notes and the assumption of approximately $34 million of liabilities relating to certain pension and other post-retirement obligations. Item 8.01. Other Events On April 4, 2005, the Company issued a press release announcing the completion of the sale of Cincinnati Lamb, which is attached as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description - -------- ----------- 99.1 Press release issued by UNOVA, Inc. dated April 4, 2005. 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. UNOVA, INC. By: /s/ Michael E. Keane -------------------------------------- Michael E. Keane Senior Vice President and Chief Financial Officer April 7, 2005 2 EX-99.1 2 a4859480ex991.txt PRESS RELEASE Exhibit 99.1 UNOVA Completes Sale of Its Cincinnati Lamb Group to Maxcor EVERETT, Wash.--(BUSINESS WIRE)--April 4, 2005--UNOVA, Inc. (NYSE:UNA) announced today that it has completed the sale of its Cincinnati Lamb Group to MAG Industrial Automation Systems LLC, an entity established by Maxcor, Inc. of New York, NY. The two companies previously announced the transaction on March 21, 2005. Pursuant to the sale, MAG acquired the global operations of UNOVA's Cincinnati Lamb Group for approximately $60 million of consideration, subject to closing balance sheet adjustments. The consideration consists of $16 million in cash, $10 million in notes and the assumption of approximately $34 million relating to certain pension and other post retirement obligations. About Maxcor, Inc. Maxcor, Inc. is an operations management and acquisitions organization with emphasis on operational improvement and growth strategies. The company has strong expertise in manufacturing, automation, distribution and industrial services. Maxcor and its team of experienced professionals have created value by focusing on quality, performance and customer satisfaction while taking a hands-on approach to achieving goals. For more information, please visit Maxcor's website at www.maxcorinc.com or call Michael McKee at 941-907-3068, or Greg Vereschagin at 212-400-2661. About UNOVA UNOVA is a leader in global supply chain solutions and in the development, manufacture and integration of wired and wireless automated data collection, mobile computing systems, bar code printers, label media and Intellitag(R) RFID (radio frequency identification). The company's products and services are used by customers in many industries to improve productivity, quality and responsiveness of business operations, from supply chain management and enterprise resource planning to field sales and service. www.unova.com (Forward-looking Statement) Certain forward-looking statements in this release (as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934) relate to matters that are not historical facts. Such forward-looking statements involve and are dependent upon certain risks and uncertainties. These include, but are not limited to, other risks and uncertainties described more fully in the Company's filings on Form 10-K and 10-Q with the Securities and Exchange Commission. CONTACT: UNOVA, Inc. Michael E. Keane, 425-265-2402 mkeane@unova.com Kevin P. McCarty, 425-265-2472 kmccarty@unova.com -----END PRIVACY-ENHANCED MESSAGE-----